Smallville Spider Man 3: Responsibility
by Russkafin
Summary: When Harry Osborn is kidnapped by a new villain with an old grudge and Nick Fury is trapped in the Phantom Zone, Clark Kent and Peter Parker find they must join forces once again. Takes place after Smallville season 7.
1. Chapter 1

Smallville/Spider-Man 3: Responsibility

By Russ Dimino

Chapter One

The sun shined brightly like a jewel high above the New York City skyline. On the shimmering surface of New York Harbor, its reflection was just as bright. It cast a brilliant illumination across the front of Lady Liberty, holding her torch aloft like a beacon to the poor, huddled masses who looked to her for inspiration.

The people of New York had seen their statue go through much in recent times. A few years ago, the mysterious heroes known as the X-Men had battled the mutant terrorist Magneto on the statue's torch. Then, more recently, a shadowy figure had constructed a crystal fortress around the statue, completely engulfing her within its spires. Within days, however, the government organization known as SHIELD had deconstructed the fortress, restoring the statue to its former glory.

At least, that's what the people of New York had been led to believe. To the casual observer, the statue now stood once again free and unmarred. Only a select few knew the truth. The crystal fortress still stood around the statue. A sophisticated hologram had been put in place, showing the world what SHIELD wanted them to see.

Deep inside the vast fortress, Nick Fury led a team of his top agents, including Clay Quartermain, Jasper Sitwell, Sharon Carter, and a handful of others, each with various recording devices and monitors to take readings as they explored the fortress.

"This thing has been here for months, General," Sitwell commented. "We've already had a team go over it umpteen times. What are we doing here now?"

"I'll excuse the tone of voice, Sitwell," Fury scoffed, glaring at the agent. "I'm well aware that our guys have explored this thing from top to bottom already. Their conclusion?" He gestured to what seemed to be a control panel, powered by crystals of different sizes and lengths. "They didn't know what the hell any of it was." He turned and faced the back of the group. "This time though, we have something they didn't have before."

At the rear of the pack, Agent Gabriel Jones was leading Doctor Lawrence Garner by the hand. Garner's head was down, and he shuffled along slowly.

Some time ago, Garner had been temporarily possessed by the Kryptonian relic known as the Eradicator. During that time, he had absorbed all the data stored in SHIELD's computer system. When the computer was later destroyed, General Fury had Garner placed in a tank fueled by one of Garner's own memory regression experiments, hoping to unlock the data that he believed was still housed somewhere in Garner's subconscious.

Fury's bet had paid off. It had taken slow, agonizing months, but Garner was able to tap into the information that the Eradicator had stored in his mind. Over the course of several weeks, they were able to reconstruct the data they'd lost, reopening files on every known superhero, villain, mutant and metahuman.

But Garner now suffered from intense migraine headaches, nosebleeds, and dizzy spells. His mind was a whirlwind of information, storing far more than any human brain was ever intended to. Still, Fury had seen fit to bring him to the fortress, in hopes that Garner could access the Eradicator's memory banks long enough to tell him what exactly the equipment in this fortress actually did.

"Well, Doc," Fury said. "It's showtime. Tell us what we're looking at here."

Garner winced and rubbed his temples. He tried to fight off the haze of another pounding headache. "I'm not sure what you want from me, Fury," he mumbled, his voice soft and shaky. "The Eradicator didn't build this place until after he'd left my body… and possessed Clark Kent instead."

"Well aware," Fury said, slightly annoyed. "But by now you should have enough of a working knowledge of Kryptonian technology that you should be able to give me a 'For Dummies' version, I would think."

Garner wrung hands together absently as he stared at the console before him. He seemed lost in thought, as if searching for some answer in the thin air. Then, reluctantly, he outstretched his hand and pointed at one of the larger crystals.

"That one," he said with some finality.

"That one what?"

"That one will show you… all you want to know about Krypton."

"How?"

"Just pick it up, and hold it."

"That's it?"

"Yes."

Fury looked at Garner skeptically, but then gave a casual shrug of acceptance. He was ready to believe anything after all he'd seen in the last few months. He grasped the crystal and gently but firmly pried it free from those surrounding it, then held it aloft. It began to glow slightly, giving off a faint luminescence that gradually increased.

"Okay," Fury said. "Now what do I…?"

He didn't have to finish the thought. All around them, the image of Krypton began to unfold. The vast cities made of crystal. The blazing red sun. The caverns that stretched for miles. The fortress around them slipped away, and Krypton, it all of her glory and majesty, stretched out as far as the eye could see. The booming voice of Jor-El echoed in their ears.

"This is the planet Krypton. Embedded in the crystals before you is the total accumulation of all literature and scientific fact from dozens of other worlds spanning the 28 known galaxies."

Fury realized his mouth was hanging open, and quickly shut it. He was not a man who was easily impressed, but this, seeing an alien world taking shape around him, left him in a state of awe. He turned to Garner, looking at him expectantly for further instructions.

"It will respond to your thoughts," Garner said. "Think about what you want it to tell you… and it will hear you."

Fury held the crystal higher as he stared out into space once again.

"Our civilization was a peaceful one… but this was not always so," Jor-El continued. There was a hint of trepidation in his voice. Even if this was some sort of artificial intelligence algorithm that they were hearing, it did not seem to like where Nick Fury's thoughts were taking it. "Many centuries ago, our planet endured violent, devastating wars that took the lives of millions. Weapons of untold destructive capabilities were created, and ultimately banned by later civilizations."

As they watched, giant robots marched across the surface of Krypton, blasting pulse waves that scorched the sky and shook the ground. Colossal starships tore across the horizon, firing laser beams at each other. Bombs that reduced cities to ash in the blink of an eye went off one after another, ripping the land apart like wet paper. Beastly gray monsters with bony white protrusions tore into one another, evolving into deadlier and more fearsome creatures of doom.

Garner watched in disgust the way that Fury looked at these images, analyzing their potential on the battlefield.

These horrific images quickly vanished.

"These are all elements of Krypton's ancient past," Jor-El said. "Fortunately, our people have grown since then, and seen the error of these violent ways. Krypton's society became one of harmony and tranquility, working toward the betterment of all."

Jor-El's voice slowly faded as Fury concentrated, twisting the crystal back and forth in his hand. The images of the giant robots and starships slowly returned and drew closer to Fury, floating in the air before him as he studied them.

"That one," Garner said, pointing to another crystal.

Fury looked at him quizzically. "That one what?"

"I can sense your thoughts, General," Garner said, rubbing his forehead as his headache intensified. "You want to know how to make these weapons, yes?"

"Yes," Fury replied solemnly.

"That crystal… this one right here, will tell you how to make them."

Fury returned the first crystal to its base. The images of Krypton lingered for a few more moments, then slowly dissolved like sand slipping away through an hourglass. He reached for the second crystal, and withdrew it.

Two spinning rings quickly formed around General Fury, rotating around him and each other.

"Hey, what…?!" Fury cried out in surprise. A huge hole opened up in the very air in front of him, a dazzling purple light flowing inside of it. A gust of wind like a hurricane started pushing Fury toward the vortex.

The SHILED agents drew their guns and pointed them at Garner, who started laughing hysterically. He fell to his knees, holding his throbbing head as if it were about to explode from the inside out.

"What are you doing to him?!" Sharon Carter yelled.

"Garner, you son of a bitch!" Fury screamed. "You tricked me!"

"See you in hell, Fury!" Garner yelled, laughing even as he crumpled to the ground, writhing in agony as his headache pounded like a drum.

Fury's feet were swept out from under him. He flailed his arms, trying to find something to grab onto, but his efforts were in vain. The General was sucked into the swirling vortex, spinning rings and all. The hole quickly closed in around him. The SHILED agents were amazed to see what looked like a flat, two-dimensional pane of glass revolving around in the air, with Fury's face plastered against it as if he was being shoved up against a window. The floating square spiraled around in the air for a moment, then shot upwards and disappeared out through an opening in the ceiling of the fortress.

Agent Carter lunged at Doctor Garner and shoved her gun up against his temple.

"What did you do to him?!" she yelled. "Where is General Fury?!"

"Somewhere where you'll never find him," Garner whispered, a faint smile creeping across his pained face.

She began applying pressure to the trigger.

"Tell me right now or so help me I'll blow your brains out."

"Agent Carter, stand down!" Agent Clay Quartermain ordered.

"But he just--!"

"We don't know WHAT he did, Agent Carter…" Clay replied. "And if you kill him we'll never find out. Doctor Garner seems to be the only one who understands how this fortress works, and that means he's the only one who can tell us how to get General Fury back."

Carter reluctantly holstered her gun. She looked up at Clay, narrowing her eyes. "No," she said. "He's not the only one."


	2. Chapter 2

Smallville/Spider-Man 3: Responsibility

Chapter Two

New York City. Every day people passed by what appeared to be a closed-down and abandoned Cost-Mart store in a less than favorable part of town. What most people did not know was that around back, behind the loading dock, was a secret tunnel that led down to a private underworld casino, run by Bill Church Junior. Known as "The Underground Church," the money that flowed through the casino on a nightly basis provided the financing for much of Intergang's criminal activities in the city.

Like most Saturday nights, Billy himself was right in the middle of the action, taking a long slow drag off a cigar as two gorgeous, scantily-clad blondes fawned over him, running delicate fingers through his hair and playing with his tie. He smiled to himself as he watched rich business tycoons, mob leaders, politicians, and strung-out junkies alike gambling their dollars away at craps, roulette, poker and blackjack in his casino. The most beautiful girls in the city danced topless in cages or on poles in every corner of the room, gyrating to the rhythm of the R&B music pumping through the place. Fine wine and delicious food were in abundance at the various buffet tables throughout the casino, and, if one were so inclined, any drug that you could wish to indulge in could be acquired rather easily by saying the right word to the right person.

"Looks like another night in paradise, Billy," came a voice from behind him. A short, stocky man with an impossibly flat cranium set a large metal case down on a vacant poker table beside Church.

Billy exhaled a slow stream of smoke. "Hello, Hammerhead," he replied, without turning around. "So glad you could make it." He casually looked up at the two blondes and gave an apologetic smile. "Ladies, if you could excuse me for just a few moments… and I do mean just a few?" The girls looked disappointedly at each other and sighed, then reluctantly left Mr. Church to his business associate.

The man known as Hammerhead watched the girls' posteriors as they walked off.

"Hate to see 'em go, but love to watch 'em leave, eh Hammerhead?" Billy said with a knowing smile.

Hammerhead looked sheepish. "Uh. Right." He patted the metal case. "I brought you a little something, as we discussed."

"I expected no less."

Hammerhead flipped open the clasps on either side of the case and flipped it open. Inside was a large and very serious looking firearm. "This is the BG-60. They call it the Toastmaster. It's a man-portable energy cannon… one hit reduces its target to a smoldering corpse."

Church ran his ringers along the smooth finish of the gun. "I've heard of them, but never seen one. It's gorgeous… Tell me though, Hammerhead. I'm curious as to why you'd bring this to me, and not to your current employer, Silvermane?"

Hammerhead scoffed. "Silvermane is yesterday's news. He's got one foot in the grave, and the other foot ain't far behind. Ever since Daredevil took down the Kingpin, Intergang's been the real power in this city, everyone knows that. I want to throw in with the winning team."

"You're a smart man, Hammerhead," Church replied, impressed. "A man of vision, not unlike myself. I like that. Care for a cigar?" he asked, offering Hammerhead a fresh Cuban from a case in his jacket pocket.

With a sudden "THWIP!", the cigar case was plucked from Church's hand by a thin strand of webbing.

"What the--?!" Church and Hammerhead spun around to see Spider-Man clinging to the ceiling above them.

"Now don't you know these things will kill you?" Spider-Man said, tauntingly waving the cigar case.

"Spider-Man!" Billy cried. "How'd you get in here?!"

"I didn't see anyone checking IDs at the door, chump!" Spidey quipped, leaping down from the ceiling and landing on a nearby table. "Heard this was the hottest ticket in town, thought I'd drop in and check it out!"

By now, the commotion had attracted the attention of much of the surrounding crowd. Dozens of mobsters and hoodlums whipped out their guns and trained them on Spider-Man's head.

"Hey now! Did I violate the dress code or something?" Spider-Man asked with a shrug.

"I'll violate you, you wall-crawling freak!" Hammerhead yelled, lowering his head and charging at Spider-Man. Spidey leapt from the table just as Hammerhead crashed into it, his metal-lined cranium smashing the table to splinters.

Shots rang out all across the casino, thugs opening fire on Spider-Man as he flew through the air. Spider-Man bounced off two more poker tables as he dodged the bullets with the calculated grace of a figure skater twirling through an Olympic routine. He kicked the guns out of two men's hands as he bounded over their heads, and a carefully aimed webline plucked a firearm from another. He landed on the stage next to one of the strippers, clinging to the pole that she was dancing from.

"Excuse me," he said, apologetically as the girl screamed and ran off stage.

More bullets tore through the air over his head as Spider-Man swung around the pole and leapt through the air again, kicking guns from as many thugs as he could manage as he passed by.

Billy Church reached for the BG-60. Spider-Man landed on the table in front of him and kicked the case shut. He grabbed Billy by the lapels of his suit jacket and hoisted him up. Spider-Man cocked his head to the side curiously as he finally got a good face-to-face look at Church.

"Say, don't I know you from someplace?" he asked.

"I get that a lot," Church replied casually. "I just have that kinda face."

"Sure ya do…" Spidey said. "Listen, Billy. Your club's a lot of fun and all, but I think you may be violating a few health codes here. What if there was an inspector around?"

Spider-Man's spider sense warned him of danger coming up from behind. He let go of Billy's jacket just in time to turn around and take the full brunt of a headbutt from Hammerhead, which sent him tumbling to the ground. The impact left Spider-Man dazed.

Hammerhead threw open the metal case and deftly hoisted the BG-60, aiming it at Spider-Man. "Suck on this, you freak!" he cried, pulling the trigger.

The sound of the energy cannon unleashing a blast of blue-hot electric energy was simultaneous with the sound of the metal elevator door being torn apart as a figure crashed through it at super speed. In the single instant that it took the weapon to fire, someone stood between the gun and the dazed Spider-Man, taking the full force of the lethal impact on himself. Flames erupted around the newly arrived figure, spiraling up and igniting nearby poker tables and roulette wheels in a blaze of fire.

Hammerhead lowered the weapon in amazement as the figure stepped forward out of the flames. The man gave Hammerhead a quick and powerful shove which sent him flying across the casino and into a wall. The BG-60 clattered to the ground.

Bill Church Jr., along with all the thugs who had moments ago been trying to kill Spider-Man, now ran panicked towards the casino exits as the fire quickly spread. The newly arrived figure stepped back through the flames and helped Spider-Man to his feet. The wall-crawler fanned away the smoke to see the face of his old friend, Clark Kent.

"Lucky I was in the neighborhood," Clark said with a smile.

"Yeah, yeah, showoff!" Spider-Man replied, sarcastic but grateful.

Several minutes later, the two heroes stood outside watching the old Cost-Mart building going up in flames from a few blocks away.

"Darn Cost-Mart stores," Spider-Man said, shaking his head. "They move into the neighborhood and look what happens."

"You know, when you asked me to come to the city to help you with this Intergang problem, I figured you'd wait until I actually got here to go busting up the place," Clark said.

"Hey, I heard a big weapons deal was going down tonight,  
Spider-Man said. "I can't wait around forever for the Kansas farmboy to find time to come out to the big city!"

Clark chuckled. Then, more seriously, he added, "You know, Intergang isn't the only reason I came into town…"

Spider-Man nodded solemnly. "Yeah… I know. Harry Osborn's trial starts tomorrow…"

Clark put a hand on his friend's shoulder. "Chloe's coming into town, too. She'll be here in the morning. We'd like to come, to show our support."

Beneath his mask, Spider-Man smiled. "Thanks, buddy. That means a lot."

The two heroes stood silently and watched the flames burn up the rest of the old store, and the illegal casino beneath it. They stayed until the sounds of sirens finally crept into the crisp air, and then they vanished, disappearing into the night once more.


	3. Chapter 3

Smallville/Spider-Man 3: Responsibility

Chapter Three

Clark Kent, Chloe Sullivan, Peter Parker and Mary Jane Watson all sat together in the crowded confines of the courtroom, nervously awaiting the start of Harry Osborn's trail. They looked around anxiously, taking in the sights and sounds around them with anticipation as the courtroom filled with people.

Finally, Clark was the one to break the silence, leaning forward to talk to Peter.

"The first time Harry became the Green Goblin, they sent him to a rehabilitation center," he said. "Who's to say they won't do the same thing, now? Dr. Samson can testify on his behalf…"

Peter shook his head. "I don't know," he said. "Since he relapsed, they're going after him a lot harder this time. They got a real hot-shot lawyer from Gotham City to prosecute… this guy, Harvey Dent, you ever hear of him?"

"Yeah, but Harry has a great defense team working for him, too," Chloe countered. "Nelson and Murdock are very well respected."

Mary Jane gently took Peter's hand in hers. "Whatever happens, Pete, I know Harry is glad that you're here for him as a friend. After all you two have been through…"

They all looked up as Harry Osborn himself walked into the courtroom, dressed in a suit and tie and flanked by his lawyers, Franklin Nelson and Matt Murdock. Murdock, blind, walked with the aid of a cane. As they passed by, Harry managed to give a weak smile and nod to Peter. He was comforted by his old friend's presence in the chilly courtroom.

As Harry and his lawyers took their seats, Harvey Dent and the rest of the prosecution team filed into the courtroom. In short order, the judge took the bench and the proceedings began.

Harvey Dent approached the jury box and delivered his opening statement. "Ladies and gentlemen of the jury," he began, slowly pacing across the courtroom with his hands folded neatly behind his back. "The Osborn family carries with it a dark legacy. It was only a few short years ago that this fine city was first terrorized by the likes of the original Green Goblin, the late Norman Osborn, father of the defendant. It seems that dark legacy has been handed down from father to son. The young Harry Osborn has further terrorized the people of New York in the guise of the Green Goblin not once, but twice now. The first time, you, the fine people of this city, were kind-hearted enough to believe that this young man deserved a second chance. That somehow, his actions were not his fault. That he, perhaps, could not help it. That the sins of the father had somehow undeservedly been visited upon the son. Mister Osborn was sentenced not to prison, but placed into the care of one Doctor Leonard Samson at Ravencroft Sanitarium. A rehabilitation center, where young Harry could receive the 'help' that he needed." Dent made quotation marks in the air with his fingers around the word "help."

"I suppose it's a nice thought, that we all deserve a second chance," Dent continued, holding up two fingers to emphasize the point. "So what did Mister Osborn do with his second chance? He became the Green Goblin again. He put on the costume, got back on the glider, and joined up with five other known super villains to form what some have called 'The Sinister Six,' and went on a spree of terror that no one in this city will soon forget. Now I ask you, does that sound like a man who has been rehabilitated? Does that sound like a man who is deserving of our 'help'?"

Harvey paused and stared dramatically at the members of the jury.

"I ask you, ladies and gentlemen, not to make the same mistake this time around," he continued. "Don't give Mister Osborn a third chance to terrorize us. Let's end the Osborn legacy. This time, let's lock him up and throw away the key."

Harvey turned and walked back to his seat without another word, leaving a hushed courtroom to ponder his harsh words. Once seated, Harvey casually took out a half-dollar coin and began to slowly walk it back and forth across his fingers, a quirky habit that he was well-known for among his peers in the legal profession.

"The defense may now make its opening statement," the judge declared.

Matt Murdock rose and approached the jury.

"Ladies and gentlemen, my colleague, Mister Dent, has painted a very dark picture of the defendant for you," Murdock began. "But don't be fooled. He's only given you part of the story, and he knows it. Yes, it's true that my client was sent to a rehabilitation center for treatment. And, according to his doctors, he was making remarkable progress, and was well on his way to returning to society with a clean bill of health. Then, out of the blue, he was transferred from that rehabilitation center to Ryker's Island, and declared beyond all hope of ever being truly cured. This, ladies and gentlemen, was the work of the man known as the Kingpin of Crime, Wilson Fisk. He arranged for my client's transfer to Ryker's, as well as his subsequent escape. It was Wilson Fisk who was responsible for Mister Osborn becoming the Green Goblin again, and, in fact, after the whole ordeal was over, Mister Osborn provided information that was instrumental in recapturing Fisk and returning him to prison."

Matt clutched the handle of his cane tightly. Just the thought of everything Wilson Fisk had put him through made his stomach turn. Knowing that Harry Osborn was a victim of Fisk's schemes for revenge was what prompted him to take the case in the first place.

"Yes, Harry Osborn was given a second chance. A second chance that was unjustly ripped away from him by a master manipulator. As the Kingpin, Wilson Fisk has ruined countless lives and committed atrocious crimes against humanity. If not for his interference, Harry would likely be a rehabilitated and functioning member of society again by now."

Matt gestured with his cane toward the large crowd gathered in the courtroom.

"My client has informed me that some of his friends are here today. One friend, in particular, that I felt was worth mentioning. A young man by the name of Peter Parker, who is an old and dear friend of Harry Osborn's." Matt faced the jury once again, solemnly. "The first time that Harry became the Green Goblin, Peter was one of his victims. Harry Osborn, delusional, kidnapped Peter Parker. And yet, Mister Parker is here today, not in hopes of seeing Harry thrown in jail, but to show his support for his old friend. Because Peter knows the same thing that you and I know. That Harry is a good person, who does deserve another chance. Because Harry Osborn wants to do the right thing. He wants to put the legacy of the Green Goblin behind him. And we, here, today, have the chance to help make that happen. So let's all take a lesson from Peter Parker, here. I ask you to look at my client and see not the Green Goblin… but Harry Osborn, a man who was robbed of his chance at redemption."

As Matt took his seat, Harvey Dent began whispering to the other members of the prosecution team, looking back and Peter Parker and gesturing. His colleagues seemed concerned by what he was suggesting. Clark and Peter exchanged glances.

The opening statements now over, the judge declared that the prosecution could call its first witness. Harvey stood up and adjusted his tie. He was a man known for making bold, unprecedented moves in the courtroom, and the tension that hung in the air right now indicated he was about to do just that.

"Your honor," Harvey said with a wry smile. "The prosecution calls Peter Parker to the stand."


	4. Chapter 4

Smallville/Spider-Man 3: Responsibility

Chapter Four

Harvey returned the half-dollar coin to his pocket and absently ran his finger alongside the grooved edge. Peter Parker squirmed nervously in his seat on the witness stand, wondering what he'd gotten himself into.

"Mister Parker," Dent began. "How long have you know the defendant?"

"Um. We met in high school," Peter replied.

"And how would you define your relationship?"

"We're friends."

"Friends," Dent repeated the word, his tone incredulous. "I see. And can you please describe what exactly it was your 'friend' did to you during the time when he first acted as the Green Goblin?"

Peter hesitated. "Well… I'm not sure I really…"

Dent held up a hand. "Better yet," he said. "You tell me if I have the story straight. He kidnapped you. He kidnapped your girlfriend, Mary Jane Watson. He kidnapped your aunt, May Parker. He kidnapped your boss, J. Jonah Jameson. He even kidnapped some of your old high school acquaintances and co-workers."

Again, Peter hesitated.

"This is a matter of public record, Mister Parker," Dent declared. "Jameson himself printed the whole story in the Daily Bugle. Now, Mister Parker, is that, or is that not what happened?"

"…Yes, it is," Peter finally agreed, quietly.

"And then he made it clear that his intention was to kill your loved ones in front of you and force you to watch," Dent continued. "Is that also true?"

"Yes," Peter said, softly.

"And why would he do that?" Dent asked. "You say this man is your friend. Why on earth would he do this to you?"

"Well," Peter said, running his hand nervously through his hair. "Harry was, at the time, under the impression that I was actually Spider-Man."

Some mild chuckles from the crowd.

"And, are you?" Dent asked.

Peter's heart skipped a beat. "…I'm sorry?" he asked.

Dent shrugged. "Are you, in fact, Spider-Man?" he asked.

Peter looked around frantically. Harvey Dent has just asked him, under oath, if he was Spider-Man. If he said no, he would be committing perjury. If he said yes, his secret was out for all the world to know.

From his seat in the courtroom, Matt Murdock sensed something was wrong. He could hear Parker's heart racing, feel his every muscle tensing up. He could literally smell the sweat forming across the young man's brow, and feel his breath coming in tight gasps. Why would he be reacting to that question in such a way, unless…?

Murdock sprang to his feet. "Objection, your honor!" Matt called out. "That question is both irrelevant and absurd."

"Objection sustained," the judge replied, already annoyed at Dent for starting this trial off with a surprise witness. "Get to your point, counselor."

Peter let out a long, slow exhale, relieved beyond measure. Matt Murdock had just saved his life.

"Mister Parker," Dent continued. "You claim this man is your friend. Yet he kidnapped, tortured, humiliated, and nearly killed you! How in the world can you possibly justify that?"

Peter was still reeling from what had just happened, his mind racing. Finally he was able to compose himself enough to form a coherent sentence and attempt to defend Harry. "Harry Osborn was not himself when all that happened. He wasn't in his right mind," Peter explained. "The Green Goblin formula had changed his personality. That's what made him do those things."

"The Green Goblin formula," Dent said, almost mockingly. "So, Harry had some kind of split personality is what you're saying. We shouldn't hold what he did against him, because he wasn't Harry Osborn, he was someone else."

"That's… that's right," Peter said, agreeing with what Dent was saying but not the sarcastic tone in which he was saying it.

"Well let me ask you this, Mister Parker," Dent said, approaching the witness stand and getting right in Peter's face. "How do you know that 'someone else' won't come back again?"

Peter just stared back and Dent, not knowing quite how to answer.

"No further questions, your honor," Dent said finally, taking Peter's silence as an adequate response.

"Your witness, Mister Murdock," the judge said, allowing the defense a chance to cross-examine.

"No questions for this witness, your honor," Murdock replied, sensing that Mister Parker had certainly suffered enough. Wearily, Peter got down from the witness stand and returned to his seat, not sure if he had helped his friend's case or hurt it. Furthermore, he was still shaken from how close he'd come to having his secret blown, and found himself wondering just what exactly had prompted Matt Murdock to object when he did.

The defense called several more witnesses, most of whom were New York City residents who had been traumatized by the Sinister Six's attack in general and not necessarily victims of the Green Goblin specifically. Still, they helped the defense build a case of violence and terror surrounding Harry, painting him in a dark light by putting him in the company of villains like Mysterio, Electro and the Shocker. After several hours of such testimony, the court took a recess for lunch. Peter and MJ took Chloe and Clark to a nearby café that they frequented for coffee and sandwiches.

The other three were already seated at the table when Chloe came over, flipping her cell phone shut as she sat down. "I just spoke to Mister Nelson," she said, looking worried. "Harry wants to take the stand."

"What?" Peter exclaimed. "Dent will crush him if he does that!"

"He says he has nothing to hide, and wants to speak in his own defense. Mister Nelson and Mister Murdock strongly advised against it, but Harry insisted… he said he'll change his plea to guilty if they don't let him do it."

"What is he thinking?" Peter lamented, his hand on his forehead. Mary Jane rubbed Peter's back reassuringly.

"It'll be okay, Pete," she said, soothingly. "Harry knows what he's doing."

"I don't know if he does, MJ," Peter said, shaking his head. "I really just don't know."

There was a faint buzz as Mary Jane's cell phone went off. "Sorry," she said, digging through her purse to find the vibrating phone. She found it and flipped it open, quietly excusing herself from the table to take the call. It was her agent, wanting to know if she could meet with the staff from Cosmo for a photo shoot that afternoon.

Peter slouched down in his chair as he watched Mary Jane on the phone a few feet away, guessing what the call was about.

Clark noticed the look on Peter's face. "You okay?" he asked.

"Yeah," Peter sighed. "I'll be all right." Mary Jane's modeling career had been taking off lately, and she had been getting a lot of work in magazines. He was, of course, happy for her, but between her photo shoots, his job at the Bugle, and his exploits as Spider-Man, the two rarely saw each other any more. In fact, the trail this morning was the most time they'd spent together in weeks.

"This afternoon?" Mary Jane repeated, her phone to one ear and her hand over the other to drown out the noise of the café. She glanced back over at Peter. He was so distraught over this whole trial, and the fact that they had been seeing so little of each other lately… "I'm sorry," MJ said finally. "This afternoon doesn't work for me. See if they can reschedule." She closed the phone. Peter needed her today. This was where she had to be. If Cosmo didn't get that, then they didn't get Mary Jane Watson.

Across the café, a man in a t-shirt and baseball cap sat pretending to read the National Register. In actuality, he was eyeing the table where Clark and his friends were sitting. He spoke quietly into a microphone concealed in his wristwatch.

"I have a positive ID on the Kent kid," he said. "You were right, sir, he is here in New York City."

"Our intel says he's here for the Harry Osborn trial," a voice replied via an earpiece the man wore. "Is he alone?"

"Negative," the man said. "He's with three others… Watson, Parker, and Sullivan."

"That's fine, we suspected as much," the voice replied. "Just keep an eye on them. Don't let Kent out of your sight. I'm coming down myself to speak with him personally."

"Yes sir, Mister Stark," the man said, flipping the page in his newspaper and taking a sip of his coffee.


	5. Chapter 5

Smallville/Spider-Man 3: Responsibility

Chapter Five

Back in the courtroom, Harry Osborn took the witness stand despite the repeated objections of his attorneys, Matt Murdock and Franklin Nelson. Harry insisted that he had nothing to hide, and that if anyone could best explain his tortured experiences as the Green Goblin and how he was not himself while under the influence of the formula, it was him.

"Let me see if I have this straight," Harvey Dent said, rolling the half-dollar coin across the fingers of his left hand. "You became the Green Goblin after taking a 'formula' created by your father, Norman Osborn, is that correct?"

"Yes, sir," Harry replied.

"And why exactly did you take this formula?"

"Before his death, my father had set up a secret laboratory," Harry explained, realizing how crazy all this was going to sound before he even said it. "It was his intention that I become the next Green Goblin, and he had set up an experiment that would transform me. I guess I didn't realize at the time that…" he trailed off, not sure how to continue.

"…That you would be turning yourself into a cold-blooded, maniacal killer?" Dent suggested.

"Objection!" Murdock yelled.

"Sustained," the judge replied.

Dent rolled his eyes. "…That you would be 'altering your personality?'"

Harry nodded. "Correct," was his quiet reply.

"So you didn't know, then, what the Green Goblin was, or what he had done?" Dent asked. "Your father, the original Green Goblin, killed the members of the board of directors of OSCORP. He terrorized New York City long before you did, nearly killing a group of passengers on a cable car. You didn't know any of that, I guess… when your late father suggested that you take up that mantle, you thought you were going to be, what, making balloon animals for little kids at parties? You thought maybe the Goblin was the guy on the green bean can? Is that it?"

Harry cleared his throat. "I did know what my father had done, but…"

"But what, Mister Osborn?" Dent asked. "But what? You thought you wouldn't be like that? Or maybe you did. Maybe you wanted revenge for what happened to your father. Maybe Spider-Man killed him. Maybe he didn't. Maybe you didn't care. Maybe you took that formula willingly, so that you could get some revenge for dear old dad, is that it?"

Peter Parker felt sick. Dent was tearing Harry apart on the witness stand, just like Peter knew he would. Things were not looking good for his friend. But something else was wrong, too. Something didn't feel right and Peter couldn't put his finger on it…

"I didn't realize how much the formula would cloud my judgment," Harry said, trying to explain.

"Oh, I see," Dent replied sarcastically. "We're back to that again, are we. That you weren't really yourself when you were on this formula. Well let me ask you this, Mister Osborn. If someone is strung out on crack cocaine when they go out and murder someone in cold blood, is that not really their fault, either? I mean all that crack cocaine sure clouded their judgment, I bet!"

Peter looked around the courtroom. He heard something. It was faint, but he heard it… a familiar high-pitched whine. He looked at Clark. With his super hearing, he heard it, too, probably before anyone else. It was about this time that Peter felt the buzzing of his spider sense start to creep up the back of his skull.

"How about it, Mister Osborn?" Dent continued, getting louder and more agitated. "Just because you're doped up on some wonder drug that dear old daddy created means that you're not responsible for the crimes you committed? For the lives you ruined?"

The high-pitched whine was getting louder, too. Peter's spider sense started going crazy. He stood up.

"You want a free pass for your crimes, Mister Osborn?" Dent was practically shouting in Harry's face now. "Well this court isn't going to give you one! You're a criminal, and you belong in jail!"

Peter sprinted toward the witness stand. "Harry, get down!" he yelled.

"What the hell?!" Dent spun around just in time for Peter to shove him out of the way and leap at Harry. Peter grabbed his friend and pushed him to the ground just as the wall behind them exploded, sending dust and debris flying across the courtroom.

As the dust gradually began to clear, a figure standing astride a glider slowly descended into the courtroom through the gaping hole left in the wall. His face was sickly pale, his skin scarred and scaly. His eyes were blood red. He wore a tattered orange cape with a hood, with black and orange armor covering the rest of his body. He laughed maniacally as he hovered over the horrified crowd.

"This courtroom is out of order!" the hideous man cackled. Then, he began lobbing pumpkin bombs across the room, setting off explosions that threatened to tear the whole building apart. People began screaming and running for the exit in a surge of panic.

"Chloe, Mary Jane, get out of here!" Clark said quickly, pushing them toward the exit. Then, turning his back to them, he burst into super speed mode, zipping around the courtroom and trying to deflect as many of the bombs as he could, knocking them away from areas congested with people vying for their chance to make a quick exit.

Harvey Dent rolled onto his side and looked up aghast at the laughing maniac hovering over him. "Dear God… what are you?!" he cried.

"You can call me the Hobgoblin," the man replied. "Here… I come bearing gifts!" With that, he lobbed a pumpkin bomb directly at Harvey's face.

Harvey screamed as he watched the projectile hurtle straight at him. He threw his hands up over his face and ducked, waiting for the inevitable explosion… Then he felt something else fly past him. The explosion came moments later, but some several feet to his left. He slowly lowered his arms and looked to the side, confused.

Lying next to him was a billy club of some kind, which had apparently deflected the bomb at the last second. But where had it come from? Who had thrown it? He looked around. Across the courtroom, Matt Murdock was crouched behind the jury box. He seemed to be looking right at him. But, Murdock was blind…

"How could…?" Dent whispered to himself. He picked up the billy club and turned it over in his hands. That bomb would have blown half his face off… He looked up again. Murdock was gone.

Peter brushed some debris off of Harry. "Are you okay, buddy?"

"Peter," Harry said, dazed. "How did you know that was going to happen?"

The Hobgoblin swooped down on his glider before Peter could answer Harry's question. "Harry Osborn!" he cried. "You have a date with destiny!" He swirled around overhead and then darted down, grabbing Harry by the lapels of his suit jacket and plucking him right out from under Peter's nose. He hauled Harry up into the air and took off toward the ceiling.

"Hey!" Peter sprang to his feet and began to chase after the glider.

"Get lost, kid! You bother me!" The Hobgoblin stomped on a pedal on the glider, and a torrent of pumpkin bombs shot out the back of it like gunfire. Peter dove under a table as they exploded like fireworks around him.

There was a scream from the back of the courtroom… a familiar one. Peter's heart sank into his stomach. He sprang to his feet, knocking the table over as he got up and ran to where the scream had come from.

Mary Jane was lying unconscious in a pool of blood. Chloe was kneeling over her, shaking.

"She… she took a direct hit from one of those bombs!" Chloe cried, her voice trembling. Peter dropped to his knees and took Mary Jane's face in his hands. Her whole body was limp, listless.

"MJ! MJ! Wake up! Please, Mary Jane, wake up!"

There was a woosh of air and Clark was beside them. "Oh my God…" Clark whispered. "Peter, is she…?!"

"She's breathing, barely," Peter said, his voice cracking. "Clark, she needs to get to a hospital!"

"You can get her there, Clark, faster than anyone," Chloe said.

"What about Harry?" Clark asked. They turned and looked up to see the Hobgoblin flying out through the hole in the wall, carrying Harry over his shoulder, laughing all the way.

Peter turned back to Clark. "You get Mary Jane to the hospital. I'll go after Harry."

Clark nodded. They didn't say another word. Clark carefully scooped Mary Jane up in his arms, and before Peter or Chloe could blink, he was gone. Peter looked up at Chloe. In the brief moment that their eyes locked, she could see his pain, his fear, and his determination. He got to his feet and ran after the glider once more. Chloe struggled to fight back the tears that were starting to stream down her face.

Peter hoped that with all the smoke and commotion no one would notice him as he leapt out through the hole in the wall and fired a webline at the ascending glider. The web hit its mark, and Peter was lifted into the air as the glider gained altitude. With seething anger fueling him, he began to climb the webline with renewed vigor, climbing ever closer to the Hobgoblin and his glider.

Harry was still dazed, but conscious. Slung over the Hobgoblin's shoulder, he looked down and saw Peter climbing the webline towards them.

"Peter…" he whispered. "You really are Spider-Man… after all?"

Hobgoblin heard Harry murmuring to himself and looked back over his shoulder. "Eh? What's this, a stowaway? Sorry kid, no riders!"

He clicked another pedal on the glider and a blade shot out, severing the webline. Peter was sent tumbling toward the street below. He frantically shot out more webs, but the Hobgoblin, wise to him now, began spiraling around in manic loops, making it impossible for him to get a fix on the glider and attach another web. As he fell faster and faster toward the ground, he finally had to give up and shoot for a building instead. At the last second his web hit the side of a billboard, and he was able to break his fall enough that he only bruised his shin when he smashed down onto the concrete.

He watched in agonizing defeat as the Hobgoblin's glider flew out of sight.


	6. Chapter 6

Smallville/Spider-Man 3: Responsibility

Chapter Six

Across town, Clark Kent had just gotten Mary Jane Watson admitted to the emergency room. She was in critical condition, and they were working quickly to try to stop her bleeding and get her stabilized. The doctors were most concerned about any internal injuries she may have suffered.

Clark soon realized that pacing up and down the hospital hallway was not accomplishing much. As long as he was still waiting for news, he should go back to the courthouse and check on Peter and Chloe, then all come back to the hospital together as soon as they could.

As he walked out the front door of the hospital, about a half dozen unmarked black cars pulled up in front of him, surrounding him. Overhead, several helicopters circled around. Federal agents dressed in dark suits and sunglasses emerged from the vehicles, speaking in hushed tones over walkie talkies and coordinating their moves with one another. Clark looked around in confusion. Finally, out of the car directly in front of him, a familiar figure emerged. Tony Stark, better known to the world as Iron Man, one of the charter members of the government superhero team known as the Ultimates, walked up to Clark with a smile on his face, extending his hand.

"Mister Kent," he said cheerily. "Long time no see."

"Mister Stark," Clark said, less enthusiastic. He hesitantly accepted Tony's handshake. "What's this all about?"

"Well, I have to say, my dear boy, this is actually a little embarrassing." Tony shrugged sheepishly and straightened his tie. "I'm actually presently acting as director of SHIELD. General Nick Fury has gone missing."

"What do you mean, gone missing?" Clark asked.

"Well, maybe 'missing' isn't exactly the right term. We do, in fact, know where he is. He's in a place that you're familiar with actually… I believe it's referred to as the Phantom Zone."

Clark didn't say anything for a moment. He folded his arms and stared at Tony.

"I know what you're going to ask," Tony said, waving a finger.

"How did he get into the Phantom Zone?" Clark asked.

"How did he get into the Phantom Zone," Tony repeated, nodding. "You see, Clark… you remember that fortress that you so impulsively created in the middle of New York Harbor while you were possessed by the Eradicator?"

"Yes," Clark replied. "You and Fury had SHIELD destroy it…"

"No. We made the world think that we destroyed it," Tony corrected. "It's still there. You just can't see it."

Again, Clark was silent.

"Fury was exploring the fortress with the help of Doctor Garner," Stark continued. "Garner apparently tricked him, did some fancy footwork with some of the crystals in that place, and trapped Fury in the Phantom Zone. And, we, at present, are unable to figure out how to get him out of there. That's where you come in. We need your help."

"I see," Clark said. "You want me to tell you how to get Nick Fury out of the Phantom Zone."

Stark smiled. "You catch on quick, son."

"Give me one good reason why I should do that," Clark said, angrily.

"…Come again?"

"You people go combing through that fortress, looking to exploit its secrets, and I'm supposed to just come running to help you when you get burned by it? What was Fury looking for in there anyway?"

"Look kid, you've gotten off pretty easy," Stark said, annoyed. "I don't think I need to remind you that when you were possessed by that Eradicator thing, you tried to take over the freaking world. We could have easily had you de-powered, arrested, even killed for less than that. You should be pretty grateful."

"And you guys should be pretty grateful that I saved you all from the Hulk when he got loose and went berserk in your headquarters. I thought that was why we called things even between us."

"I'm not sure you understand the severity of the situation here, Clark…"

"No, I'm not sure you understand, Stark," Clark said, taking a step toward Tony. The agents all drew their guns and pointed them at Clark. Tony rolled his eyes and waved his hand, indicating them to lower their weapons. They did.

"Fury went snooping around where he shouldn't have," Clark declared. "He's a dangerous man whose desire for power makes him even more dangerous. Maybe the Phantom Zone is where he belongs."

With that, Clark zoomed away at super speed, leaving Stark and his agents all alone.

"Well, that went over like a pregnant pole-vaulter," Tony sighed.

Agent Sharon Carter stepped forward from the back of the group. "What do you want us to do, sir?" she asked. "We still have the kryptonite at the Triskelion. We could--"

"No, Sharon," Tony said, dismissing the idea before she could even finish it. "Absolutely not. I should have known Kent wouldn't cooperate with us. It's all right, we can go a different route with this. I always have a back up plan. If you'll excuse me, I have to make a phone call to an old friend."

Meanwhile, Peter Parker crouched on the edge of the rooftop of the Daily Bugle, overlooking the city. He rested his face against his folded arms, breathing slow and deep, lost in thought.

"Hey…" came a soft voice behind him.

He craned his neck around to see Chloe Sullivan standing there.

"Chloe," he said, his voice hoarse. "How did you know I was up here?"

"You told me once that this was your favorite view of the city…" she said. "That you came here when you needed to think."

"Yeah," Peter whispered, nodding weakly. He slowly got to his feet. Chloe walked up and stood beside him, staring out over the skyline with him.

"It is a beautiful view," she said.

"Top of the Empire State Building is a better one," he said. "The Statue of Liberty's torch is nice. But this… this one's mine. No one else comes up here. This is my spot."

They stood in silence for several long minutes. The only sounds were the people and traffic far below them, and the soft blowing of the wind as it rustled through their hair.

Finally, Chloe broke the silence. "Are you okay?" she asked gently, looking up at him.

After a long pause, he gently shook his head 'no.' He closed his eyes.

"No, Chloe. I'm not," he whispered. "I don't know if I can do this any more."

"What do you mean?" she asked.

"I just can't take everyone getting hurt like this any more," he said. "Harry's been kidnapped, I don't know why or by who. Mary Jane is in the hospital, hurt, I don't know how bad. And it's all because of me. If it wasn't for Spider-Man, my friends wouldn't always be targets."

"Peter, that's just not true…" Chloe said, touching his arm.

"Yes, it is, Chloe, and you know it. What about when that lunatic Bullseye strung you up on top of that church? He did that to get to me. He could've killed you. Everyone who's connected to me is in danger, constantly, because of who I am and what I do. And I just… I can't take it any more. I feel like I can't get close to anyone. Like I shouldn't. Like I'm being selfish to want a normal life, to have that freedom to love, and to be loved, and not have to worry about who I'm putting in danger… it makes me so sick inside. I worry all the time. About Aunt May. About Mary Jane. About you. I think about Uncle Ben, and how I could have saved him. And I miss him, so much, every day… every day my heart breaks knowing that I'll never see him again, and every day I worry about who I'll lose next… and now Mary Jane is lying bleeding in some hospital bed. If she'd just gone to that modeling shoot today she wouldn't have even been in the courtroom… but she didn't go, because she knew I didn't want her to. She stayed for me, and now she's…" He trailed off, his voice cracking. His eyes stung. He brushed away a tear, quickly, hoping Chloe didn't see it.

"Peter… I had no idea," Chloe said, her voice hushed.

"I just can't take it any more, Chloe. I just don't know if I can do it. I don't know if my heart can take it. I don't know if I can live life holding back so much, hoping the people that I love don't get hurt… being afraid to live, afraid to love."

"Please don't," she whispered, fighting back her own tears.

"Don't what?" he asked, turning toward her.

"Please don't be afraid to love," she said.

Their faces were so close. She leaned in gently, without thinking. Their lips touched softly. Her hand was on his arm, his brushed against her waist. The kiss took them both by surprise, and he pulled away first.

"Chloe," Peter said, quickly. "I… Mary Jane…"

"I know, I know," she said, embarrassed. "I'm sorry. I'm sorry. That was stupid, that was so stupid. I'm really sorry," she said.

He looked into her hazel eyes and saw his pain reflected there. Her heart went out to him, tears starting to come to her own eyes. She wanted desperately to take his pain away, but did not know how. He saw, in that instant, that her loneliness echoed his. Caught up in a wellspring of emotion, he put his hand softly to her cheek and leaned in again, kissing her full on the lips. Her arms went around his shoulders, his around her waist. He breathed into her mouth, tasting her cool peppermint breath as tears streamed down both their faces. They lost themselves in the passionate, desperate need to feel something other than pain, other than loneliness.


	7. Chapter 7

Smallville/Spider-Man 3: Responsibility

Chapter Seven

Harry Osborn awoke, puzzled by his surroundings. He quickly noticed his inability to move. He slowly came to realize that he was strapped down to some kind of operating table. His suit jacket had been removed and his shirt torn open. Tubes of various lengths were sticking out of him, and they appeared to be siphoning out his blood.

"Well, look who's awake."

Harry was unable to move his head, but out of the corner of his eye he could see the monstrosity that had called itself the Hobgoblin.

"Who are you?" Harry asked.

"Don't you recognize me, Osborn?" Hobgoblin asked. He stepped forward into Harry's field of vision. "Take a good look."

Harry squinted as he looked at the man's scarred features. Something about him did look familiar. Then it dawned on him.

"Oh my God… Macendale? Jason, is that you?"

"In the flesh," Hobgoblin said. "Or what's left of it, after you tried to kill me."

It all came rushing back to Harry now. As the Green Goblin, he'd thrown Jason Macendale into a vat of the goblin formula, then detonated a pumpkin bomb inside. He'd assumed that the blast had killed him, but Jason had apparently survived… and, though it had horribly scarred him, the explosion had somehow also infused him with the powers of the goblin.

"Jason, oh my God. I'm so sorry… listen, Jason, I can help you. The money I have from selling OSCORP, I can hire doctors to fix you…"

"No thanks," Hobgoblin replied. "I'd rather kill you. I think I'd enjoy that much more. Besides, I already have someone who's going to fix me up after this is all over."

"Who…?" Harry asked.

"I suppose he means me." Another figure approached from the other side of Harry's field of vision. As he stepped into view, Harry realized it was Lex Luthor. "Hello, Harry. Good to see you again. Sorry it has to be under these circumstances."

"Lex?" Harry gasped. "What's this all about?"

"Oh, just consider it a little science experiment," Lex said, gesturing to the tubes coming out of Harry's chest. "You Osborns were always great proponents of science, weren't you?"

Hobgoblin laughed.

"What do you mean? What are you doing to me?" Harry asked, starting to struggle against his restraints.

"You see, Harry… I've been determined for quite a while to get my hands on that Goblin formula. And I've tried, with little success, to duplicate it. And, well, seeing as there are no existing samples of it left, I had to think… where could I possibly get more of it? And then it dawned on me. It's in your bloodstream."

"What? No, it's not!" Harry cried. "I'm cured now. There is no more Goblin formula in my blood, not any more."

Lex shrugged. "I'm sure there are still trace amounts of it. Not much, probably. I'll need quite a bit of your blood to get enough to reconstitute it. I might even need all of it. That's not a problem for you, is it?"

"Lex, you sick bastard! Let me go!" Harry began thrashing wildly against his restraints.

"Relax, Harry. Dying of blood loss is a relatively peaceful way to go. You'll lose consciousness long before you actually die. It's a lot better than me letting Jason here rip your throat out, as I'm sure he'd like to."

Hobgoblin leaned menacingly over Harry and grinned, showing his stained, jagged teeth.

"Lex, you're insane," Harry lamented. "The Goblin formula brings nothing but misery. Why do you want it, anyway?"

"I have a very powerful enemy," Lex declared. He fiddled with one of the tubes, tapping it and straightening it out. "A 'Traveler' from another world, with powers and abilities far beyond those of mortal men. If I'm going to have any hope of beating him, I need something that will give me an edge. I've tried, many times… Project Ares might not have been such a dismal failure if I'd had this formula on my side. This time, though… this time I won't fail." Then he nodded to Hobgoblin. "Keep an eye on our guest, Jason. Make sure he's comfortable." He gave Harry a smile and a wink, and then walked out of the room, leaving him alone with the laughing Hobgoblin.

Some time later, Clark had gotten in touch with Chloe on her cell phone, and met up with her and Peter in the newsroom of the Daily Bugle. They were sitting at a computer workstation, reading the latest wire reports about the fiasco at the courthouse that morning. There didn't seem to be any new leads on who the mysterious Hobgoblin was, or what had happened to Harry.

"Mary Jane is in intensive care," Clark said, filling the others in. "They'd just gotten her stabilized when I left."

Peter put a hand on Clark's shoulder. "Thank you, Clark," he said, grateful to his friend for getting MJ to the hospital so quickly.

Clark nodded. He looked back and forth between Peter and Chloe. Something was going on… there was some kind of awkward tension between them that Clark could not figure out. They were facing away from one another, avoiding eye contact with each other and with him. Clark was puzzled, but did not have time to dwell on it.

"Listen," he said. "We have another problem. As I was leaving the hospital, I got a visit from Tony Stark."

"Stark?" Peter asked. "What did he want?"

"They never destroyed the fortress in New York Harbor. They just masked it somehow. Nick Fury was looking for something in there, and Doctor Garner tricked him and sent him to the Phantom Zone. They wanted me to help get him back."

"Oh my God," Chloe gasped.

"Peter, if they took Garner to the fortress, then he must still have some of the Eradicator's memories. And if he trapped Fury in the Phantom Zone, he must not have liked what Fury was doing there."

"What are you saying?" Peter asked.

"I'm saying the Ultimates are dangerous," Clark said. "We know they've kept files on every known superhuman, including you and me. Whatever Fury was looking for in that fortress, Garner didn't want him to have it. I want to go into the Triskelion and get Garner out of there, find out what Fury was doing."

"I don't know if I can help you with this, Clark," Peter said, shaking his head. "Harry's missing, MJ's in the hospital… I've got a lot on my plate right now."

Clark nodded, understanding. "Have you guys found anything on Harry?"

"Nothing useful," Chloe said, discouraged. She scrolled through the wire reports again. "The popular theory now is that Harry orchestrated the whole thing himself, and this Hobgoblin character is working for him."

"And no word on who this guy is?" Clark asked.

"Nothing," Peter said. "But it has to be someone who would have had access to the Goblin formula and his weapons. Harry said they were all destroyed."

"Harry mentioned a secret lab that his father had set up," Clark said.

"Yeah, at OSCORP," Peter recalled. "That's where Harry first transformed."

"Chloe, who purchased OSCORP when Harry sold it?" Clark asked.

A few strokes on the keyboard, and Chloe had the answer. "All of OSCORP's holdings were acquired by Bruce Wayne, president and CEO of Wayne Enterprises in Gotham City," she read from the computer screen.

"I wonder if he could tell us anything," Peter said. "Could be one of his scientists got ahold of the formula and decided to recreate it."

"It's a possible lead," Chloe agreed with a shrug. "It's all we've got at this point."

"So do we go to Gotham?" Peter asked.

"I just thought of something else," Clark said. "If the Ultimates still have a database on every known superhuman, maybe they have something on this Hobgoblin character."

Peter looked back and forth between Clark and the computer screen, unsure of what to do. Chloe looked up at him. They made eye contact for the first time since Clark had entered the newsroom.

"I'll go to Gotham and talk to Wayne," Chloe said decisively. "I still have some connections at the Planet, I can use them to get in to see him. You two go to the Triskelion… and do what you have to do."

Peter folded his arms and looked at Clark. "Okay," he said finally. "So let's say we break into the Triskelion. It's a high security building full of superheroes. We're going to stroll in there, just the two of us?"

Clark shook his head. "No, not just the two of us," he said. "I have a few friends I want to bring along."


	8. Chapter 8

Smallville/Spider-Man 3: Responsibility

Chapter Eight

The heel of Natasha Romanov's left foot connected sharply with Doctor Garner's jaw as she spun out of a roundhouse kick. His head snapped back and he spat blood. He was strapped to a hard wooden chair in the middle of a small interrogation room deep in the recesses of the Triskelion, a room with soundproof walls and dim lighting. Natasha followed her kick with a karate chop to the cheek and a punch to the abdomen. She grabbed his hair and pulled his head back, leaning in so close that he could feel her breath on his face.

The door to the room swung open and Tony Stark strolled in, loosening his tie.

"Natasha, darling," he said scornfully. "I don't remember giving you an order to torture Doctor Garner."

Natasha released her grip on the doctor's hair. She turned and smiled sweetly at Tony. "I don't remember you giving me an order not to, Director Stark," she said in her Russian accent.

"Run along now, Natasha," Tony said. "Doctor Garner and I have business to discuss."

Natasha made a mock pout face and ran her finger down Tony's chest. She said something in Russian that he didn't quite understand, but liked the sound of. Reluctantly, she walked out of the room, leaving Stark alone with Doctor Garner.

"Hello, Doctor," Tony said. "Get you something to drink?"

"Go to hell, Stark," Garner said, blood still dripping from the corner of his mouth.

"Charming." Tony stroked his chin thoughtfully. "Doctor, we've been down this road before. You sent General Nick Fury into the Phantom Zone. We'd like you to tell us how to get him back."

Garner said nothing.

"I'm going to give you one last chance to tell us, on your own. Then, I'm going to get the answer out of you."

"And how are you going to do that?" Garner asked. "Have your girlfriend kick me some more?"

"No," Stark replied. "I'm going to have a friend come in here and get the answer out of your head."

Garner furrowed his brow, not understanding.

"Last chance, doc," Stark said.

Again, Garner refused to reply.

"All right," Stark said with a shrug. "Either way works for me."

Tony walked out of the room and into the hallway. There, waiting for him, was a bald man in a wheelchair.

"Thanks for coming so quickly, Professor Xavier," Tony said.

"Not a problem, Anthony," Xavier replied. "How may I be of service?"

Wayne Enterprises, the next morning. Chloe Sullivan was ushered into the office of Bruce Wayne, president and CEO. Bruce rose from his desk with a smile, shaking the young reporter's hand.

"Thank you for taking the time to see me, Mister Wayne," Chloe said politely.

"Certainly Miss Sullivan," Bruce said. "Pauline Kahn at the Daily Planet is a friend of mine, she had nothing but positive things to say about you. What is it I can help you with?"

Chloe placed a stack of printouts on Bruce's desk. It was everything she'd found on the wires about Harry's trial, the sale of OSCORP to Wayne Enterprises, and Norman Osborn's original Green Goblin formula.

"I'm sure you heard about the abduction of Harry Osborn from his trial in New York yesterday," Chloe said.

Bruce shook his head and shrugged, flipping through the papers absently. "I'm afraid I don't follow the news much, actually," he said. "Too depressing."

Chloe raised an eyebrow. Was this guy serious? The president of a major company and he doesn't follow the news? She was flustered for a moment by his response, but quickly caught herself. "Um, well, Harry Osborn was kidnapped from the courthouse, by someone exhibiting powers and using weapons similar to those used by the Green Goblin."

"I see," Wayne nodded, already seeming to lose interest.

"The original Green Goblin was Harry's father, Norman Osborn," Chloe explained hesitantly, not sure how much he already knew about this, or even how long she was going to be able to hold his attention. "It would seem that someone has gotten ahold of his formula. We were thinking that, since you acquired all of OSCORP's technology, that someone in your company may have something to do with it."

Bruce looked up from the paperwork, surprised. "Is that so?" he asked.

"It's… not much of a lead, I realize, but…."

"Miss Sullivan, I assure you, the technology that Wayne Enterprises acquired from OSCORP was integrated with projects we were already working on. Mostly in our aerospace division, I believe. Everything is well documented, I can have the records faxed to the Daily Planet if you like."

"Um, yes, thank you. I'd appreciate that." Chloe was finding Bruce Wayne very hard to read. One moment he seemed naïve and careless, and then next moment confidant and capable. Still, she found he had a quiet charm that was very disarming. Even so, it didn't seem like this interview was getting her anywhere. If anyone in Wayne's company was involved with the Hobgoblin, Bruce Wayne didn't seem to know anything about it. Chloe started gathering up her things to leave.

"We were lucky to get our bid in on OSCORP when we did, too," Wayne added, flipping through a few more printouts. "To think we almost lost out to Lionel Luthor."

Chloe froze. "I'm sorry," she said. "Did you say Lionel Luthor?"

Bruce nodded, sliding the papers back across the desk to her. "The day I bought the company, he put in a bid as well. He'd put in several offers, from what I understand. For some reason the Osborns didn't want to sell to him. He bought the building, though, if I recall correctly."

"The building?" Chloe asked.

"The old OSCORP building," Bruce explained. "Once we'd had everything shipped out to Gotham, we had no use for the building itself. We put it up for sale, and I think a division of LuthorCorp purchased it. Not sure what they ever did with it. Shame about Lionel committing suicide like that, I have to admit, I didn't see that coming."

"I see," Chloe said. "Well, thank you for your time, Mister Wayne. You've been very helpful."

Wayne shrugged. "I don't see how," he said with a smile and a laugh. "But I'm glad I could make time for you. It was good to meet you Chloe. I'm sorry to hear that you're not writing for the Planet these days, but I'm sure you'll be back in print in no time. I'll be watching for your work."

She smiled back. "I thought you didn't follow the news?"

He leaned back in his chair. "I read the comics and the horoscopes," he said. "But I'll make it a point to look for your byline."

She shook her head, still not quite understanding this quirky character. They shook hands again, and Chloe started to leave.

"Miss Sullivan," he called after her as she reached the door.

"Yes?"

"You came to me thinking someone in this company was involved with this goblin character…" Bruce said. "What made you so sure I wasn't behind it all myself?"

Chloe was taken aback by the suggestion. "You?" she said, surprised. "No offense, Mister Wayne, but I've read about your exploits the society pages. Somehow I doubt you're leading some kind of dark and mysterious double life."

Bruce Wayne grinned, satisfied with the answer. He bid Chloe goodbye again, and she walked out of the office, closing the door behind her.

That evening, back in New York, Peter Parker sat beside Mary Jane's hospital bed. He held her hand gently in his own, rubbing his fingers across the back of her hand in small circles.

"I'm so sorry, MJ," he whispered. She was still unconscious, but Peter wanted to believe that she could hear him somehow. "You shouldn't be here. This should never have happened. It's all my fault… if you had just gone to that photo shoot, you would have been miles away from that courthouse when that maniac showed up. And right now, we'd be at home, eating popcorn and watching Full House reruns. Instead, you're lying in a hospital bed like this…"

He leaned in close over her bed and held her hand to his face. He closed his eyes.

He had kissed Chloe Sullivan.

Mary Jane Watson was his girlfriend. She was the woman he loved. She was in the hospital because of him, and he had kissed another woman.

He wasn't sure why he'd done it. Because he was afraid? Lonely? Scared?

He'd done it because he wanted to. Because he had feelings for Chloe. He'd felt a connection with her ever since he'd known her. He always felt that they were two of a kind, that they were alike in so many ways. Kindred spirits.

But he loved Mary Jane. She was the girl he'd loved ever since he was old enough to notice girls. They had been through so many hard times, and shared so many wonderful times. She shared all his secrets, helped him through the worst battles of his life, stood by his side through thick and thin…

His head was a mess. His heart was torn. He didn't know what to do, or what to feel. Right now, all he could feel was guilt.

"I'm so sorry, Mary Jane," he said again. "I'm so sorry."

He walked out of her room to find Clark Kent waiting for him.

"You gonna be all right, buddy?" Clark asked.

Peter nodded, slowly. "I think so," he said. What he needed now was to don the webs and get out some of his frustration. This raid on the Triskelion might be just what he needed.

"All right," Clark said. "Then suit up… I've got some friends I want you to meet."

A short time later, dressed in the red and blue Spider-Man garb, Peter met up with Clark again behind the hospital. He was not alone this time. With him were four other costumed individuals.

"Spider-Man, I'd like you to meet my friends," Clark said.

A hooded man dressed in emerald and sporting a crossbow stepped forward first. "They call me Green Arrow," he said.

Next, a woman with short blonde hair and fishnet stockings slid her arm around Green Arrow and smiled at Spider-Man. "I'm Black Canary," she said.

A young African American man dressed in a black and silver jumpsuit nodded in Spider-Man's direction. "You can call me Cyborg."

The last member of the team darted quickly back and forth between the others before finally coming to a stop at the front of the group and giving a playful salute. "And I'm Impulse," he said. "But I'm petitioning them to let me change my codename…"

"Quiet," Green Arrow said, annoyed at the young member's antics.

"Green Arrow… Black Canary… Cyborg… Impulse…" Spider-Man repeated. He looked at Clark. "What do they call you? Farm Boy?"

Clark frowned, annoyed. Impulse giggled.

"Boy Scout, actually." Clark said. Then, to the others, he gestured toward Spidey. "Guys, this is Spider-Man."

"Pleased to meet you," Spider-Man said. "So when do we bust into the Ultimate Club House?"


	9. Chapter 9

Smallville/Spider-Man 3: Responsibility

Chapter Nine

Chloe slowly crept through the dark, musty hallways of the abandoned OSCORP building. She wasn't sure what she hoped to find here, but Bruce Wayne's claim that LuthorCorp had bought this old facility had set off the proverbial red flag of her reporter's instincts. Wherever the Luthors were involved, trouble was not usually far behind. She could understand Lionel wanting to get his hands on Norman Osborn's technology, but why he'd want this old, empty building was an entire mystery unto itself.

She had been able to sneak in easily. No security guards posted outside, no locks on the doors… the building hung open as if daring someone to come in. In fact, the place was giving Chloe the creeps. There were no lights on, so she was forced to rely on a flashlight to illuminate her path. Wayne hadn't been exaggerating when he said they'd moved everything out… she was greeted by empty hallway after empty hallway, finding nothing but cobwebs and dust balls around every turn. Whatever LuthorCorp had intended to do with this building, they certainly had not done it yet.

She was just about to admit defeat and head out when she heard a noise that made her blood run cold. From somewhere far beneath her feet, she heard laughter. Sinister, menacing laughter. The same laugh she'd heard at the courthouse… the Hobgoblin's laugh.

She held her breath. For a moment, she could not move. She heard it again. It was definitely coming from somewhere far below. Her heart started racing. She fought every urge to turn and make a full-on sprint for the door. She couldn't do that. She had come here for answers, and she was going to get them.

With her flashlight to guide her, she began working her way through the hallways, searching for a way down.

Several floors below, Harry Osborn continued to drift in and out of consciousness. His blood was being drained out just slowly enough not to kill him. When he was awake, he watched it flow through the tubes coming out of his chest and pass through a series of machines that were distilling it into a green ooze… the green sludge slowly dripped down into a canister. It was nearly full now. Was it really the Green Goblin formula? Had Lex succeeded in recreating it from his blood?

The Hobgoblin leaned over him and laughed. "Soon we'll have the formula again, Harry… then we won't need to keep you alive any more," he taunted.

"You moron…" Harry mumbled, trying to stay awake and coherent. "If the formula… doesn't work… who do you think is next… on the chopping block?"

Hobgoblin frowned. "What do you mean?"

"The formula is… in your blood, too… you idiot," Harry scoffed. "You kill me… and Lex needs another sample… you'll be the one hooked up to this thing..."

He shook his head. "Lex wouldn't do that to me," he said. "We're partners."

Harry laughed. "You can trust Lex…. about as far as you can throw him," Harry said. "First chance he gets… he'll screw you over."

"He promised to fix me," Hobgoblin said. "He said he'd fix my face."

Harry sighed. "You poor fool, Macendale… Lex doesn't care… about anyone but himself… He has no… intention of helping you…"

"Shut up!" Hobgoblin smacked Harry across the face. "You're confusing me!"

Harry reeled from the blow in his weakened state, and the room spun around him. He had to fight to maintain consciousness. It was a losing battle. Everything started to go dark…

Hobgoblin turned and hopped onto his glider. Was Osborn right? Could he really trust Lex Luthor? He needed to clear his head. He fired up the glider and took off, sailing down the long corridor out of the lab and out through a secret exit.

When Harry awoke next, there was a young blonde woman standing over him, saying his name.

"Harry? Harry Osborn?"

"Who…?"

"It's… it's Chloe Sullivan," she said. "I'm a friend of Peter Parker's."

"Chloe…" he repeated. He recognized the face. She had been at the trial.

Chloe started to undo the restraints that held Harry to the operating table. It had taken her hours to find her way down through the tunnels beneath OSCORP to this secret lab. Bruce Wayne's people must not have ever found it… there was still a ton of high-tech equipment down here, most of it apparently still functioning. In the center of the room was a large chamber of some sort. She was guessing that was what had turned Harry into the Green Goblin in the first place, so long ago….

Once Harry's hands were free, he ripped the tubes out of his chest and threw them aside. Blood continued to pour out of him. He tried to sit up and nearly fell off the table.

"Oh, geez, careful," Chloe said, catching him. He brushed her hand aside and got groggily to his feet, stumbling as he did.

"You need to get out of here, Chloe," he said.

"Harry, who did this to you?" she asked.

"It doesn't matter," he said. "Stay out of this. This is my mess… I don't want anyone else… getting caught up in it."

He stumbled his way over to a control panel. Hands trembling, he punched in a series of numbers on a keypad.

"What are you doing?"

"I'm serious, Chloe," he said. "You need to get out of here… I'm activating a self-destruct sequence that my father installed…. I'm going to take this whole place down."

Chloe's eyes went wide. "Well then let's both get out of here! Come on, you're too weak to get out of here by yourself, let's--"

"I'm not going anywhere," he said. Then, he picked up the canister of green ooze. "At least, not yet…."

Harry inserted the canister into a compartment built into the large chamber. Then, still bleeding and dizzy, he stepped inside. He turned back to Chloe.

"Chloe... Get out of here. Now."

"But…"

"NOW, CHLOE!" he yelled.

Green gas started to seep up through the floor of the chamber as it slammed shut, sealing Harry inside like a giant glass coffin. Chloe didn't wait to be told again. She turned and ran as fast as her legs would carry her, down the corridor and out of the lab.

Sirens started to go off. Alarms started blaring. The self-destruct sequence was initiating. She didn't know how much time she had to get out of there before the whole place went up, or even if she could find her way out through all the maze-like tunnels and hallways she'd crept through in the dark. She ran and ran and hoped she would find a way out before it was too late.

Then she ran right smack into Lex Luthor.

"Chloe?!" He grabbed her by the arm. "What the hell are you doing here?"

"Lex," she gasped. "You… you did this to Harry, didn't you?!"

He let out a long, slow sigh. "I'm sorry you had to stumble into this, Chloe. I really am."

"Lex, this whole place is going to explode," she said. "Harry launched some kind of self-destruct sequence!"

Lex looked at her skeptically, his eyes narrowed. Then, they heard something haunting… it was, as before, laughter. The chilling laughter of a goblin… but not the Hobgoblin. Not this time. It was Harry Osborn's laughter. The Green Goblin's laughter.

"Oh, shit," Lex muttered. "Come on!" With Lex still keeping a firm grip on Chloe's arm, they took off running down the corridor and away from the manic laughter.


	10. Chapter 10

Smallville/Spider-Man 3: Responsibility

Chapter Ten

Outside the Triskelion. Victor Stone, known to his teammates as Cyborg, shifted the components in his hand and plugged himself into the security access keypad beside the steel reinforced door that blocked their entrance to the facility. The rest of his teammates stood behind him, waiting in the shadows of the night. At their feet were two sleeping security guards, rendered unconscious by knockout gas from one of Oliver "Green Arrow" Queen's trick arrows.

"So what do you guys call yourselves?" Spider-Man asked.

"What do you mean?" Oliver replied.

"You guys need some kind of team name," Spidey said. "Like… The Defenders. Or, The Fantastic Five."

"Sure, 'The Fantastic Five,'" Black Canary repeated sarcastically. "Then what, we change our name every time we get a new member?"

"Speaking of, where's A.C.?" Clark asked, inquiring about one of the group's other members who was conspicuously absent.

"He couldn't make it in for this one," Oliver said. "Something about a diplomatic mission with some foreign prince… Nimoy? Namor?"

"Sounds pretty 'fishy' if you ask me," Bart "Impulse" Allen quipped, to the amusement of no one.

"All right you guys, shut up," Cyborg said as the security door creaked open. "We're in."

The team of heroes quickly filed in through the open door.

"Okay, Spider-Man and the Boy Scout know their way around this place, seeing as they've been here before," Green Arrow said. "We'll split into two teams. Spider-Man, you'll lead Cyborg and Black Canary to the main control room. Cyborg can hack into the computer files and download any data the Ultimates may have on this Hobgoblin character. Meanwhile, Clark, Impulse and I will head down to the holding cells and find Doctor Garner."

The team members nodded their silent agreement to this plan, then splintered off into two groups, taking off in different directions down the main hallway.

Spider-Man led his team to the control room, which was filled with computer banks and a series of large monitors. He couldn't help but be impressed with how well it had been re-built… it didn't seem so long ago that he and Clark had fought against a rampaging Hulk in this very room, a battle which had torn the place apart and nearly killed them. Now, though, everything had been restored and reconstructed to the last detail.

"All right, this is the place where Nick Fury downloads his MP3s," Spidey joked. "Think you can tap into this stuff, Cyborg?"

"Way ahead of you, bug man," Victor Stone replied. He placed his hands on the main console, and data started streaming across the monitors faster than the eye could read.

After a moment, an image of the Hobgoblin popped up on the screen. It was a grainy photograph, taken by an amateur photographer who had been at the Osborn trial. The photo was accompanied by a small profile entry, with not much more information than what had already been reported in the newspapers.

"Anything?" Dinah "Black Canary" Lance inquired.

"Not really," Victor muttered. "Nothing we didn't already know, at least."

"Yes, well, we've been kind of busy," came a voice from behind them. They spun around to see Iron Man, in full armor, standing with his arms folded sternly. "Normally we track these super-powered freaks down in a matter of hours, but, you know, with Fury missing and everything, it's been something of a rough week."

"Oh, crap," Spidey said. Black Canary dropped back into a defensive stance.

Iron Man tapped a button on his arm, and Cyborg fell to his knees, wincing in pain.

"You, on the other hand, Victor Stone, we know all about… including how to over-ride your circuitry," Iron Man continued. "And as for your friends, well…"

Black Canary opened her mouth to let out her piercing Canary Cry. Before the sonic scream could escape her mouth, however, a dart flew across the room and embedded itself in the side of her neck. She sputtered and gagged, the dart paralyzing her vocal cords instantly. From across the room, Natasha Romanov winked at her, brandishing the dart gun that had fired the offensive projectile.

"…we've got them covered, too," Iron Man finished.

"What about me, tin grin?" Spidey cried. He leapt into the air and bounded off the wall, hurling himself at Iron Man. He crossed his arms and fired two weblines, snaring Iron Man's legs and yanking them apart. Iron Man stumbled for a moment, but regained his balance in time to fire a repulsor ray blast at Spidey, knocking the wall-crawler back across the room.

"What about you, Parker?" Iron Man replied, unimpressed. "You're out of your league, son. Stand down."

Spider-Man held his head and tried to shake off the blast, picking himself up off the ground. "'League,' huh?" he said. "Hmm… we could do something with that name!"

"You're referring to your friends, I assume," Iron Man said. "Don't worry… Mr. Kent, Mr. Queen and Mr. Allen are being dealt with." He reared back as energy built up in the gauntlets of his armor, then thrust forward and unleashed another rupulsor blast at Spider-Man. Spidey deftly dodged this one, leaping out of the way and bouncing off a bank of computers.

Black Canary ripped the dart from her neck and threw it to the ground. She coughed and rubbed her throat as she tried in vain to find her voice. She looked up just in time to see Natasha lunging at her, a powerful karate chop heading straight for her face. Canary threw up her arms and blocked the blow, shoving Natasha back and then countering with a swing of her own. Natasha swept her leg around and hooked it around Black Canary's ankle, knocking her to the floor. She dove on top of her and clawed savagely at her face. Canary wrapped her hands tightly around Natasha's throat, the two thrashing around and struggling with each other on the ground.

"Damn, where's my camera when I really need it?" Spider-Man said, running across the wall as he avoided Iron Man's blasts. "Didn't I see this on one of those 'Girls Gone Wild' promos at 3 o'clock in the morning?" He fired a ball of webbing at Iron Man, globbing his hands together and temporarily halting those annoying repulsor beams. "Let's see, two chicks named Black Canary and Black Widow, and they're both white. Who picks these code names?"

Victor Stone was trying with all his might just to stand up. He couldn't. Whatever Stark had done to him had completely paralyzed him from the chest down. He was stuck in a crouching position, and in quite a lot of pain.

"Green Arrow, come in, Green Arrow," Victor said into his communicator device, trying to contact their leader. "Do you read me? This is Cyborg. They're on to us, I repeat, they know we're here!" It was no use. Stark had jammed their communications as well.

Iron Man ripped through the webbing and fired another blast at Spider-Man. Spidey swung from a webline and sailed overhead, doing a backflip and darting down towards Iron Man with an aerial kick. Iron Man caught Spidey's leg and swung him around and around, then hurled him across the room like an Olympic thrower hurling a javelin. He crashed headfirst into a huge computer screen, shattering it. He lay motionless for a moment, covered in glass and circuitry. Wearily, he pulled himself free from the debris.

"You guys really ought to be more careful with your stuff," Spider-Man sighed, brushing aside pieces of the broken computer. "I mean, unless this is all under some kind of awesome lifetime warranty…"

Before he could even move, Spider-Man took another direct hit from one of Iron Man's energy blasts. He slumped to the ground, dazed.

"I told you to stand down, Parker," Iron Man said. "You should have listened. You should have known we'd be prepared for you."

Spider-Man just held his head and tried to focus his vision, too stunned to even try to stand up. "You knew… didn't you…? Uhn… how did you… ugh… How did you know we were coming…?"

"Know?" he replied. "I didn't just know you were coming, son. When I asked Kent to help us get Fury back… did you really believe I thought he'd say yes? I didn't just know he'd come here, Parker…."

Iron Man hold up some kind of cube-shaped device.

"…I wanted him to."

Meanwhile, several floors below, Clark led Bart and Oliver down a long, dark corridor filled with prison-like cells.

"This is where they keep the criminals they detain," Clark explained. "They must have Doctor Garner locked up somewhere down here."

Each cell had a name on the door. They read them off as they walked by. Some were familiar, some weren't. "Dillon, Maxwell." "Schultz, Herman." "Creed, Victor." "Walker, Mary." "Beck, Quentin."

"No sweat," Impulse said. "I'll just zip down the corridor and back and tell you which--"

Before he could finish his sentence, something caught his attention. A slight gust of wind, brushing against his cheek. Almost unconsciously, Bart slipped into super speed mode, turning his head what seemed to him very slowly, but actually occurred between nanoseconds. He turned to see a white-haired figure clad in sky blue barreling down the corridor straight toward him. The thin, wiry man had a creepy smile on his face, and he winked at Bart as he charged at him.

Clark and Oliver didn't even know what happened. The next thing they knew, some kind of incredible impact knocked them both backwards, and Impulse was gone. The building shook all around them as though they were in the middle of an earthquake, and gale force winds rocked the whole floor like a hurricane.

"What the hell?!" Oliver cried. He and Clark both threw themselves back against the wall, trying to stay out of the way of whatever was going on.

Clark slipped into super speed mode himself, attuning his senses to the incredible scene that was playing out before them. In the midst of the windstorm, Bart was locked in hand to hand combat with the white-haired man. Without a moment's hesitation, Clark dove into the fray as well, running in and grabbing the man by the arm and pulling him away from Bart.

"Who are you?" Clark bellowed, the three of them still struggling at super speed, tearing up and down the hall faster than speeding bullets.

"The name's Pietro Maximoff, friend," the white-haired man said. "But you can call me Quicksilver."

Quicksilver squirmed free from Clark's grip, then clasped his hands together and brought them down hard on the back of Bart's neck. There was a loud crack as the boy careened into a wall, sending shards of brick flying around him like shrapnel. He ricocheted off and slammed his head into one of the metal cell doors, falling to the ground unconscious.

"Bart!" Clark cried, dashing to the boy's side.

Before he could even kneel down and attend to his fallen comrade, Pietro was all over Clark, driving punch after punch into Clark's face. Delivered at super speed, Clark could almost feel the blows. Almost. Enraged at what Pietro had just done to Bart, Clark lashed out savagely at the white-haired menace, shoving him hard and sending him flying down the entire length of the hallway. He smashed into the wall at the end of the corridor and crumpled to the floor, out cold.

Clark knelt down and felt Bart's pulse. It was weak, but he was still alive, still breathing.

Oliver came sprinting down the hallway, out of breath. "What the hell was that?" he asked, panting.

"Some super-speeding freak just took out Impulse," Clark said, grimly. "I told you these people were dangerous."

"They know we're here," Green Arrow said. "Clark, you go find Doctor Garner, I'll stay here with Bart. As soon as you get the Doctor, we'll reconvene with the other team and get out of here."

"Right," Clark said. In another burst of speed, he was gone.

Oliver knelt down beside Bart.

"Hang in there, kid," he said. "Sorry you got dragged into this…"

Out of the corner of his eye, he saw something move. Slowly, he reached for the crossbow which he kept holstered at his side. There was another quick motion, someone moving. Oliver deftly spun around and fired the crossbow, sending an arrow cutting through the air… and crashing right into another arrow. The two arrows clattered to the ground, the tips having pierced one another and locked together.

Standing across from Green Arrow was Hawkeye, the Ultimates' own resident marksman, holding a longbow and reaching into a quiver on his back for another arrow.

"Nice shot," Hawkeye said. "Best two out of three?"

Far down the other end of the hallway, Clark finally found a cell marked "Garner, Lawrence." Wasting no time, he grabbed the door by its hinges and ripped it right off, casting it aside like a piece of garbage.

Clark was met with the business end of a large hammer, which struck him brutally across the face. There was a spark of blue lightning as the weapon made contact, and Clark was knocked flat on his back.

He looked up to see the mighty Thor towering over him, wielding his mystical hammer, Mjolnir. He stood in the doorway of the cell, blocking Clark's way.

"You shouldn't have come here, Clark," Thor said. "I really thought you were smarter than that. Now we're going to have to teach you a lesson."


	11. Chapter 11

Smallville/Spider-Man 3: Responsibility

Chapter Eleven

Natasha dug her nails into the back of Black Canary's head and drove her knee up into Canary's face, sending blood gushing from her nose. Then she spun Canary around and slammed her headfirst into the wall. Canary stumbled, reaching desperately for something to grab onto to steady herself. Natasha was relentless, backing her up and slamming her head into the wall again and again.

Canary managed to grab onto a piece of debris that had flown loose during Iron Man's onslaught on Spider-Man earlier which had left part of the lab in disarray. She spun around and wailed on Natasha with the blunt piece of metal, lashing out and scratching her across the face. Natasha recoiled, grabbing her face and wiping way a trail of blood from her cheek. Canary swung again, and Widow caught the piece of jagged metal with her hand. It dug into her flesh, sharp and deep. She twirled it around, twisting Black Canary's arm behind her back. She kicked Black Canary in the stomach, knocking the wind out of her and forcing her to release her grip on the shrapnel.

Natasha kicked Black Canary again, sending her stumbling backward into the wall. Natasha sprang forward, stabbing the sharp piece of metal into Black Canary's shoulder.

"Aaargh!" Canary gasped in pain as the weapon plunged into her flesh.

Her eyes flew open in astonishment at the sound that had escaped her own lips. Her voice was back.

Natasha, in horror, came to the same realization. "Govno…" she cursed in Russian.

Black Canary let out a piercing scream, so powerful and violent that the sonic waves blew Natasha clear across the room. She cracked her head against a metal pole and slumped to the ground. She lay there motionless, knocked out by the force of the blow.

"Bitch," Canary spat, wiping blood from her lip. She yanked the piece of metal out of her shoulder and let it clatter to the floor.

Across the room, Spider-Man got groggily to his feet, awakened by the sonic scream. He wasn't sure exactly at what point he'd lost consciousness. Iron Man had hit him pretty hard with those pulse waves. The last thing he remembered was Iron Man holding up some kind of cube, and saying that he had wanted Clark to come to the Triskelion.

"Everybody alive?" Spidey asked, holding his head.

"Barely," Canary replied, her voice hoarse and raspy.

"I'm fine, other than the fact that I can't move," Cyborg grunted, still confined to a crouching position. "That iron asshole did something to my circuits. I'm paralyzed."

"Listen, I've gotta go find Clark. Er, Boy Scout. Whatever," Spider-Man said. "I think he's in trouble. Iron Man knew we were coming."

"I'll come with you," Canary said.

"No offense, lady, but you look like you're in pretty rough shape," he replied. She still had blood gushing from her nose, her shoulder was badly wounded, and her face was puffy and swollen.

"You look like you've seen better days yourself," Canary said.

He looked down at himself. His costume was torn and tattered, and he was covered in bruises.

"Yeah, well, they don't make superhero suits like they used to," he said. "When I was just a little Spider-Boy, a good costume would last you ten years."

"You're very weird," Canary said.

"Yeah, I know. Well, like I said, I'm going to go find Clark. See ya." He turned to walk out of the room.

"And I said I'm coming with you," Canary said, starting to follow him.

"Sorry, toots, but you'd just slow me down!" Spidey spun around and fired off a blast of webbing, binding Black Canary's arm to one of the computer consoles.

"Hey!" She struggled to pull her hand free.

"Don't worry, it's non-toxic! But don't try to eat it. It's like Play-Dough. Smells like it would be delicious, but it actually tastes pretty gross. Catch you later!" With that, Spidey shot a strand of webbing into the air and swung out of the room, leaving behind a very angry Black Canary.

Several floors below, Clark Kent stared up at the imposing form of the mighty Thor. He tapped his mystical hammer against the open palm of his massive hand menacingly. He looked pissed.

"You have some nerve busting in here like this, boy," Thor boomed. "I thought you had more respect than that."

"Listen, Thor, you don't understand," Clark said, holding up his hand in protest.

"I think I understand the concept of breaking and entering pretty well, son. You're trespassing, and I'm going to show you out!" He raised the hammer high above his head, then swung it down at Clark. Clark quickly rolled out of the way, the hammer crashing down into the floor, cracking it. He scrambled to his feet as Thor pried the hammer back out of the floor.

"Look, I'm not here to fight, I just want to-" Clark began to protest again when Thor lashed out with Mjolnir, cracking him across the face with it. Clark was sent tumbling backward, clutching his jaw where the hammer had struck him. Searing pain shot through his whole skull. He only knew pain like this when dealing with kryptonite or magic, and apparently Mjolnir had enough magical properties to qualify as something that could actually hurt him. He stumbled back against the wall, bracing himself with one hand and holding his injured jaw with the other.

Thor reared back with the hammer and swung it again, bringing it up from below like a golf club. With super speed, Clark grabbed the handle before the blow could be struck, wrestling against the momentum of Thor's powerful swing. The blue energy emanating from the hammer crackled and sizzled against his skin, burning his flesh. Clark screamed even as he fought to gain control of the weapon. Thor fought back, pushing Clark back against the wall and getting right up in his face.

Clark sent a blast of heat vision tearing forth from his eyes straight into the handle of the hammer. It heated up, roasting Thor's hands just as the blue energy burned Clark's. The Norse god cried out in surprise, but did not release his grip on Mjolnir. Instead, he pressed harder, shoving Clark's back harder against the wall and screaming a warrior's cry, spraying spit and sweat in Clark's face. Clark gritted his teeth and pushed back, wincing and struggling. He continued to fire a torrent of heat vision into the hammer, resisting the urge to release his own grip as the blue flames licked at his skin.

Suddenly, a blast of energy overtook Thor from behind. A yellow beam coursed through his entire body, causing him to convulse and his eyes to roll back in his head. He opened his mouth to scream but no sound came out. He let go of the hammer, and the blue energy radiating from it dispersed. The weapon fell to the ground, and, a moment later, so did Thor. He dropped to his knees, swayed back and forth, and then toppled over like a house of cards.

Standing behind where Thor had previously stood was a being of pure energy that Clark immediately recognized as the Eradicator in its elemental form.

"Eradicator?" Clark gasped, stunned. He felt woozy. "What are you doing here?"

"Kal-El," the Eradicator said, its voice a hollow echo. "Anthony Stark has released General Nicholas Fury from the Phantom Zone. In so doing, he has released several phantoms from their captivity and into your world."

"Oh, no…" Clark sighed, sliding down the wall. "More phantoms…" He had accidentally let a host of phantoms loose after his own experience in the zone, and it had taken months to round them all up.

"I can return these phantoms to the Phantom Zone for you, Kal-El," the Eradicator continued. "Do you have the shield with you? The shield that bears the mark of your ancestors?"

Clark nodded, weakly. Ever since he'd let those phantoms loose, he had carried with him a small shield with his family crest that allowed him to send the demons back to their prison dimension. Even after he'd returned them all to the zone, he continued to keep it with him, partly in case he ever encountered another phantom, and partly out of seeing the symbol as something of a good luck charm. He reached into his pocket and pulled out the shield. His hand trembling a little, he handed it over to the Eradicator, who took the shield gently in his energy-based hand.

"Thank you, Kal-El," the Eradicator said. Then, in a quick flash, the being vanished.

Clark stumbled forward, still dizzy from the blows he'd taken from the enchanted hammer. He made his way into Doctor Garner's open cell.

Garner sat in a chair in the center of the room, surrounded by metal bars that stretched from floor to ceiling like a jail cell. As soon as Clark stepped into the room, red flood lights embedded in the floor, walls and ceiling snapped on, bathing everything in an intense red glow.

"Red sun lamps," Garner said, gesturing to the lights. "They negate your powers."

Clark, apparently needing to see for himself, grabbed the bars of Garner's cell and pulled on them. He found he was unable to bend them. His powers truly were being sapped by the lights.

"Clark, they didn't get it, did they?" Garner asked. "They didn't get the shield?"

"…What?" Clark asked, confused.

"The shield with your family crest…" Garner said. "It would allow Stark to get into the Phantom Zone and free General Fury. He didn't get it… did he?"

Flying through the sky outside the Triskelion, the figure that had appeared to Clark as the Eradicator reached into its chest. It pried loose a holo-cube that had been embedded there. With the cube removed, the figure now took on its true form, that of Tony Stark in his Iron Man armor. He would have to remember to thank Quentin Beck for his holographic technology, which had once again come in handy.

Armed with Clark's kryptonian shield and the knowledge that Xavier had gotten from Garner's mind, Iron Man flew toward the Statue of Liberty and the secret fortress that was hidden there.


	12. Chapter 12

Smallville/Spider-Man 3: Responsibility

Chapter Twelve

"I think I may have made a terrible mistake," Clark said, thinking back to the appearance of the Eradicator a few minutes ago. Clark and handed over the shield bearing his family crest to the being that he believed to be the Kryptonian artificial intelligence that he'd encountered before, but he was only now realizing that it may very well have been a trick by Tony Stark.

"Listen, Clark, there's no time for that now. You have to get out of here," Garner said. "When Stark and Fury get back, there's no telling what they'll do to me. Or to you. Get out while you still can."

"I'm not leaving you here," Clark replied.

"It's useless. You can't bend these bars without your powers, and the red sun lamps are sapping your strength."

Clark looked around. The red light was coming from everywhere… the lamps were embedded in almost every surface in the room. Then, against the far wall, he noticed a control panel of sorts. He walked over to it and examined it. There were wires leading out of the back of the control panel into the wall. The dials and switches that covered the console were incomprehensible. There was a keypad for entering an access code, but Clark had no idea what it could be. He cautiously reached out to press a few buttons to see what would happen, but was met with a sudden electric shock when his hand came near the panel. He jumped back in surprise.

"It's useless, Clark," Garner repeated. "Save yourself and get out of here."

Clark gritted his teeth and clenched his fists. He marched out of the room and back into hallway where Thor still lay unconscious. Beside the fallen warrior was the mighty hammer, Mjolnir.

Clark had tried to lift the hammer on two previous occasions. Supposedly, it was enchanted so that only the worthy could wield it. The first time Clark tried to lift it, he was hopped up on a red kryptonite ring, and found that he was unable to heft the hammer. The second time, he was defending the Ultimates against the rampage of the Incredible Hulk, and was able to use Mjolnir to battle the beast into submission. He had no idea whether the hammer would consider him worthy this time, nor did he care. He was going to lift it.

He grabbed the handle and heaved. The hammer began to glow as he raised it, giving off its blue aura again. It burned his hands. He fought through it. He slowly and steadily raised the hammer above his head, his arms trembling with the effort. The hammer was fighting him, but it was reluctantly allowing him to lift it.

Clark charged back into Garner's cell, hammer held aloft. The red light bathed his skin again as he ran back into the room, causing the blue energy to sear the flesh on his hands even deeper. He let out a scream as he dashed toward the control panel, then brought the hammer down on it with all his might. The hammer smashed the control panel wide open, sending yellow and blue sparks shooting out in all directions. The red lights flickered and then went out.

Outside the cell, the rest of the hallway was cast in darkness as well as the electricity for the entire floor cut out. An eerie silence hung in the air for a few moments. Then, the sounds of a gradual stirring inside the other cells began to fill the corridor.

One of the cell doors slowly creaked open, the electronic locking mechanisms now disabled. Maxwell Dillon, better known to the supervillain community as Electro, stepped out of his cell, a smile creeping across his face.

"Looks like a blackout," he said. "Normally, I'd hate that…"

Another cell door opened, and Herman Schultz, also known as the Shocker, joined Electro. "I think you'll get over it, Dillon," he said, cracking his knuckles. He was aching to get his wristbands back on and cause a little mayhem. "Any idea where they're keeping our stuff?"

A third cell opened, and a man with a target-shaped logo carved into his forehead sauntered out. "Not sure, lads," he said in an Irish accent. "But I'm sure we can have a devil of a time finding out!"

Meanwhile, at an old shipping warehouse near Chelsea Piers, Chloe Sullivan closed her eyes and tried not to breathe in the stink of the Hobgoblin as he loomed over her, the stench of his putrid breath and her own blood filling her nostrils. It was all she could do not to gag. He struck her across the face for the umpteenth time, causing her to crumple to the floor.

"Bitch," he muttered. "Letting Osborn get away. You'll pay for that!" He grabbed her by the hair and hoisted her back up, then smacked her again. She groaned and tried to spit the blood from her mouth as it pooled behind her teeth, trying to ignore the coppery taste that coated her tongue.

"That's enough, Jason." Lex walked into the room, hands folded behind his back.

Hobgoblin scowled at Lex. "But…"

"I said that's enough. I'll deal with Miss Sullivan."

Hobgoblin reluctantly let go of Chloe's hair, and she slid roughly back to the floor. She could barely see through swollen eyes, and her head throbbed. She wasn't sure how long this maniac had been beating her, but it felt like hours.

Lex grabbed a wooden chair and spun it around backwards, then sat down straddling it, folding his arms across the back.

"Chloe, Chloe," he said, disapprovingly. "What are we going to do about this unfortunate situation?"

She did not answer him.

"You see, Clark doesn't know that I survived the destruction of his little Arctic fortress," Lex continued. "As far as he knows, I'm dead. And that's just fine with me. I'm content to lay low until I can figure out a way to finally beat him. And I was getting so close, too, Chloe… the Goblin formula was practically in my hands. But you had to go and help Harry Osborn escape. And now, if I let you go, you'll go running off and tell Clark where I am, and completely ruin everything."

Lex reached into his jacket and pulled out a handgun. It wasn't so long ago that Lex had used that very handgun to shoot out the window in his father's office… moments before pushing the old man out and sending him to his fate.

"Lex," Chloe whispered, startled at the sight of the weapon.

"How'd you get involved with this, anyway, Chloe?" Lex asked. "How do you even know who the hell Harry Osborn is? And what are you doing in New York City?"

Chloe shook her head. She refused to answer his barrage of questions.

"And speaking of Clark, whenever you're in trouble, he's rarely far behind," Lex observed. "Is he involved in this too? What does he know? Does he know you're here? Did he send you?"

"Put the gun away, Lex," Chloe insisted.

He aimed the gun at her and cocked it. "I'm not playing around, Chloe. Start talking. Now. Give me a reason not to kill you."

"Lex this is insane!" Chloe snapped, trembling with a dizzying combination of anger and terror. "You can't do this to me!"

Lex stood up and violently kicked the chair over, thrusting the gun closer to Chloe's face. "You think this isn't serious, Chloe?! You think I won't do it?! Start talking, NOW! How did you get involved in this?? What's your connection to Harry Osborn?? Does Clark know you're here??"

She began to cry. She couldn't answer his questions without betraying Peter and Clark, the two men she cared most about in all the world. She wouldn't give them up to him. Not even to save her own life.

"ANSWER ME!" he screamed, his hand shaking.

Chloe thought about her rooftop kiss with Peter Parker. She wished she could feel his embrace on more time. Silently, she wished for him to find the happiness that he had searched so long for.

"Lex, don't do this…" she pleaded. "You're not a killer. There's still a good person inside you somewhere, I know it…"

He just stared at her over the barrel of the gun. His breath was long and slow, measured. He sighed.

"That may have been true, once, Chloe," Lex replied, a cold calm returning to his voice.

He pulled the trigger. The bang echoed loudly in his ears as the bullet ripped through Chloe's chest, painting a red splash across the wall behind her.

Chloe's lifeless body slumped forward onto the floor and lay there, completely still. Lex stood there for a long moment, feeling the cold metal of the gun in his hand, smelling the gunpowder burn smell that hung in the air… His stomach clenched up like a fist as he slowly lowered the gun, staring at Chloe's motionless body.

Lex screamed and hurled the gun at the wall in a fit of rage and disgust. What an absolute waste, he thought to himself.

"Get rid of the body," he barked to the Hobgoblin, who was standing awestruck in the corner of the room. Lex stormed back toward the door, seething with rage. Then, in the doorway, he paused.

"Dump her somewhere public," he added finally, before walking out. "I want Clark to know she's dead."


	13. Chapter 13

Smallville/Spider-Man 3: Responsibility

Chapter Thirteen

Spider-Man had just reached the floor with the prisoners' cells when the lights abruptly went out.

"Uh oh," he said to himself. "That can't be good." The faint tingling of his spidey sense creeping up the back of his skull served to affirm this statement. He slowly worked his way down the hallway, making his way through the darkness by feel and instinct.

After a minute or so, the lights flickered back on, the hum of the Triskelion's backup generators kicking in. To his horror, Spider-Man was greeted by row upon row of open, vacant cells.

"Ooooh… this is gonna be one of those nights, isn't it?"

His spider sense started going crazy. He didn't even have time to turn around before he felt the sharp sting of giant claws taking a swipe at his back, tearing into his flesh. He howled in agony and fell to his knees, pain shooting up and down his spine. Another flash of spider sense, and this time he was able to duck, avoiding another swipe from the claws behind him. He rolled forward into a somersault, then spun around to face his adversary. Towering over him was the mutant called Sabretooth, a beast of a man with a wild mane of hair, razor-sharp claws, and a killer instinct.

Then, from behind him, a pair of massive arms shoved a length of metal pole against his throat and pulled back, choking him. Spider-Man grasped and the pole, trying to pull it away from his windpipe as he struggled to breathe.

"The hunt is on, spider," a heavily accented voice growled in his ear. Even without seeing him, Spider-Man recognized the voice and stench of Kraven the Hunter.

Spider-Man struggled against Kraven's death grip as Sabretooth took another swipe at him, his claws drawing blood from Spider-Man's chest. Spider-Man pushed back against Kraven, using him as leverage as he kicked his legs in the air and cracked his foot hard against Sabretooth's face. The feral mutant roared and lunged at Spider-Man again, clawing at him with even greater fury. Spider-Man twisted and turned to try to get away, thrashing about and throwing elbows at Kraven, to no avail. The world around him started to go hazy as he suffered from lack of oxygen. Sabretooth grabbed Spider-Man's face and roared, baring his fangs, his eyes wild.

Suddenly, there was a metallic "CRACK" as something connected hard against the back of Sabretooth's skull. The mutant whirled around, furious. Standing behind him was Cyborg, clenching his metal fists. He swung again and delivered another punch, this time to Sabretooth's face. The sudden attack was enough of a distraction that Kraven momentarily loosened his grip, and Spider-Man was able to wriggle free from behind the pole. He wrenched it away from Kraven, then swung it like a baseball bat, smacking it hard against Kraven's cranium and sending him the floor.

Cyborg delivered an onslaught of blows to Sabretooth, but he kept coming. Sabretooth took a chunk out of Cyborg's metal chest with his claws, sending sparks and circuits flying. Spidey leapt on Sabretooth's back and sprayed a blast of webbing right in his eyes, blinding him and sending him into a rage. He flailed his arms, roaring and snarling, then ran smack into the wall and knocked himself out. Spider-Man jumped free of the mutant's back and landed in a crouched position beside Cyborg, gasping for breath and wiping blood from his tattered costume.

"Hey," Spidey said, panting. "What's up?"

Cyborg shrugged, examining the damage to his body. "When the power shorted out for a minute, it must have reset whatever Iron Man used to freeze my circuits," he said. "By the way, I'd cover your ears right now."

"Huh?"

His spider sense went off the charts as Kraven the Hunter, back on his feet, lunged at him with the metal pole, pointing the jagged end of it at him like a spear. Before he could react, the sonic scream of Black Canary's cry cut through the air. Spider-Man threw his hands over his ears and ducked. Kraven screamed, the sound piercing his ear drums. He stumbled and tripped, falling to the ground and dropping the spear. Blood trickled from his ears and he shook and convulsed on the floor.

"I freed Black Canary, too, by the way," Cyborg added after the ringing in their ears had stopped. Black Canary stepped forward out of the shadows and gave Spider-Man a wink.

"Great, it's a Partridge Family reunion," Spider-Man said, getting to his feet. "Now let's see if we can find Clark without all getting killed, okay?"

Elsewhere on the same floor, Clark was making his way down another corridor of open cells, with Doctor Garner leaning against him, his arm slung over Clark's shoulder. Garner was weak and dizzy from his time in captivity.

The floor shook. There was a sound like a rumble of thunder. They stopped.

"…What was that?" Clark asked.

"I don't know."

Another rumble, louder this time, and the floor shook again.

Then, a giant figure of a man came barreling around the corner. He was a huge, 7 foot tall, 900 pound brute wearing brown armor from head to toe, including a helmet that covered his entire head. He came charging at Clark and Doctor Garner, his massive fist held out in front of him like a battering ram.

Doctor Garner had instinctive access to the Ultimates' data files that were still implanted in his subconscious. "His name is Cain Marko, they call him the Juggernaut," he said quickly.

Clark pushed Garner out of the way, prepared to take the full brunt of the Juggernaut's attack on himself. But Clark had just endured a beating by Mjolnir at the hands of Thor, and had his powers temporarily sapped by red sun lamps. Even though he was no longer de-powered by the red sun radiation, he was far from full strength at the moment. Juggernaut slammed his fist into Clark at full speed, sending Clark flying down the hallway. He crashed through the open doors of several cells on his way down, finally smacking into the brick wall at the end of the hallway and falling to the floor.

Clark moaned and rolled onto his side, too dazed to get up right away.

"How do I stop him?!" he called out to Garner, finally.

The Juggernaut continued to charge at Clark, preparing for another attack.

"…You don't," Garner said, warily. "He's unstoppable."

"Great," Clark sighed, struggling to his feet.

He had just managed to stand up when Juggernaut was on him again, delivering another crushing punch and sending Clark crashing back through the bricks, embedding him in the wall. Clark took a half-hearted swing at the monster, barely connecting with him. Juggernaut continued to pound away at Clark, burying him further and further into the brick wall, reducing huge chunks of it to mere pebbles.

"ODIN!!" A deep bellow echoed all through the hall as a blast of blue electricity tore across the corridor, zapping the Juggernaut and frying him where he stood. His eyes went wide and he blinked twice, then belched blue sparks. He fell to the ground, unconscious. Traces of blue lightning hung in the air for a moment, creating a trail back to Mjolnir, still glowing in the hands of the mighty Thor.

Thor reached an arm into what was left of the brick wall and took Clark's hand, helping him out of the crumbling recess.

"Thanks," Clark said, holding his head.

"I'm sorry about my behavior earlier, Clark," Thor said. "I was acting under orders from Director Stark to prevent you from reaching Doctor Garner. But, it seems he played us both for fools… he was the one who knocked me out, wasn't he?"

"I think so," Clark said, dusting himself off. "But, it looks like we have bigger problems to worry about right now."

"Agreed," Thor said. "So let's put our differences aside for the moment, and work together, shall we?"

Meanwhile, Electro, Shocker and Bullseye peered around a corner as they made their way across the floor. There they saw two men, one with a longbow and one with a crossbow, firing arrows at each other. Both expert marksmen, their arrows continued to collide with and deflect one another, each archer matching the other perfectly shot for shot.

"Now this looks like my kinda shooting gallery," Bullseye said with a wicked grin. "I'll catch up with you boys later."

"Wait, where are you going?!" Shocker said, trying to grab Bullseye's arm as he slipped around the corner. "Is he nuts?" he said, turning to Electro.

"Yes, he is," Electro replied. "Come on, we don't need him." He pushed open a large metal door that led to a stairwell, and started down the stairs.

"Going down?" Shocker said. "This is one of the lowest levels of the building. Shouldn't we go up?"

"Not where I'm going," Electro replied. "I'm going to make sure these assholes can never lock any of us up in here again."

Bullseye picked up one of the discarded arrows that had fallen to the floor, and carefully fingered the sharp tip of the arrowhead. Then, he plucked another one out of the wall where it had become embedded. He twirled the two arrows over his head like a drummer spinning his drumsticks, about to launch into a wild solo.

"Hey, lads!" he called out.

Hawkeye and Green Arrow both turned, surprised.

"You boys are pretty good," Bullseye said. "But I'm better."

He flung the arrows with a casual flick of the wrists, sending them flying. One struck Hawkeye in the stomach, the other hit Oliver in the throat. Blood spurted from Oliver's neck. He gasped and dropped the crossbow, his hand flying to his injury as he fell to his knees. Hawkeye clutched his stomach and staggered forward, dropping his weapon as well.

Bullseye cackled to himself and plucked two more arrows from the wall, waving them back and forth menacingly.

"This is gonna be fun," he mused.

His excitement was cut short by the whirring sound of a projectile quickly approaching his head. He turned just in time to see a red and white shield flying directly as his face. Captain America's shield cracked Bullseye square in the head, leaving an imprint across the emblem on his forehead. He staggered backwards, reeling from the blow. The shield fell to the ground. Bullseye quickly reached for it, but a gloved hand grabbed his wrist. He looked up to see Captain America scowling down at him.

"I don't think so, son," Cap growled. He punched Bullseye in the face, knocking him unconscious with a single haymaker.

Captain America quickly attended to the fallen Hawkeye and Green Arrow. He whipped out a communicator device from a holster on his belt.

"Jarvis, alert the medical staff to prepare the sick bay for two incoming that need immediate attention," he said into the communicator. "And tell them there will probably be more before this night is over."

Meanwhile, Spider-Man, Cyborg and Black Canary continued to make their way across the prison floor in search of Clark.

Something moved in the distance. The trio froze.

"Did you guys see that?" Cyborg asked.

"Yeah… what is it?" Black Canary replied.

It was coming toward them. A huge mass, like a black cloud. Spider-Man held up a hand. Something was wrong. His spider sense wasn't detecting anything.

Suddenly, the mass was upon them. A swarm of locusts, wasps and dung beetles flew past their heads, buzzing and swirling around them. Black Canary and Cyborg ducked, waving their hands around and trying to swat at the disgusting insects.

"They're not real!" Spider-Man called out, recognizing the bugs as one of Quentin Beck's illusions. "Fishbowl Head must have found his holo-cubes. There's nothing there!"

Then, out of the swarm stepped Beck himself, better known as Mysterio, clad in his full costume, including the translucent dome over his head. He was joined by Mary Walker, also known as Typhoid Mary, who crossed her arms and licked her lips, standing beside Beck. Then, Billy Russo, his scarred face earning him the moniker Jigsaw, stepped forward as well. He was followed by Lonnie Lincoln, otherwise known as Tombstone due to his granite-like skin. Then another villain emerged, and another, and another, until more than a dozen of the underworld's most feared supervillains stood together before the three heroes.

"Are they illusions, too?" Cyborg asked.

By now, Spider-Man's spider sense was going haywire.

"No," Spider-Man replied. "We're not that lucky, pal. These guys are for real."


	14. Chapter 14

Smallville/Spider-Man 3: Responsibility

Chapter Fourteen

Clark, Doctor Garner and Thor rounded a corner at the end of the corridor, expecting to find another hallway full of empty prison cells. Instead, they found themselves in the middle of the Sahara Desert, with purple dragons flying through the sky and polka-dotted lawn gnomes armed with butcher knives running rampant on the ground.

"What in the name of Odin's missing eye?!" Thor exclaimed.

Garner immediately realized what was going on. "Holographic illusions, created by Quentin Beck's holo-cubes," he stated matter-of-factly.

In the center of all the madness, a brawl of epic proportions had erupted. Spider-Man, Cyborg and Black Canary were trying to take on a whole horde of supervillains. Several of them had managed to find their way to the weapons cache where SHIELD had stored the technology they had confiscated from the villains, hoping to adapt it to their own needs. Hence, Beck had donned his Mysterio costume and planted holo-cubes throughout the floor, creating the bizarre visions that were playing out before them.

Another criminal, Frank Schlicting, had gotten ahold of his Constrictor costume. He wrapped his snake-like electrified metal coils around Spider-Man's torso, pinning his arms to his sides and thrashed him around like a rag doll. Jigsaw then jumped in, pummeling Spider-Man in the face as Schlicting held him immobile. Cyborg lunged at Jigsaw in an attempt to help Spider-Man, but the massive Rhino charged out from behind a holographic cactus and swatted Cyborg away like a fly. Black Canary, meanwhile, had her hands full with Typhoid Mary, who psionically hurled razor sharp debris at her as she tried her best to dodge it.

Clark had seen enough. He charged into the fray at super speed, ready to fight. Thor, holding Mjolnir aloft and giving a loud battle cry, followed right behind him.

Just below them, in the deepest sub-level of the Triskelion, Electro found what he'd been looking for. The generator that powered the complex was the size of a small building. His eyes went wide like a kid at Christmas. He could literally taste the electricity that surged through it. His hair stood on end with excitement.

"Finally," he whispered.

Shocker followed behind him, hesitantly. "Come on, Dillon. This could be our only chance to escape. This place is crawling with capes, you know they'll have everything locked down before--"

"Exactly," Electro interrupted. "Which is why I'm gonna juice up. Big time."

He approached the huge generator like it was an altar, treating it with reverence. Then, he held up his hands, and he could feel the static electricity passing back and forth between them. With a demented smile, he clapped his hands together, and sparks began to fly out of the generator and into his body. His eyes lit up and he began to laugh, throwing his head back in pure delight.

Back upstairs, the brawl kicked into high gear. Thor smashed his hammer across Tombstone's face, sending chips of his stone-like hide crumbling off like shards of rock. Clark grabbed Rhino by the horn and flipped him over his back, sending him tumbling head over feet through the air. Black Canary took a shard of metal to her already injured shoulder and shrugged it off, powering through the pain and kicking Typhoid Mary in the face. Cyborg ripped one of Constrictor's tentacles right out of its wrist socket, the electrical feedback sending Cyborg flying backwards. Partially freed now, Spider-Man was able to fight off Constrictor's other tentacle, then swing the villain around with a web-line and throw him straight into Jigsaw's stomach.

As all this was going on, Mysterio's holo-cubes continued to shift the scene. One minute they were in an African mine, the next they were on the moon, then an Amazonian rainforest, then Transylvania. Hailstones fell from the sky, vultures circled overhead, and a light-show worthy of a 1970s disco took place all around them. The assault on the senses was physically nauseating.

Typhoid wrapped her arm tightly around Black Canary's throat, gripping her in a choke-hold. Canary gagged and struggled, thrashing around as she tried to break free. Then, the butt of a pistol cracked Typhoid hard across the back of the head, knocking her out. Canary looked up in surprise to find that her savior was none other than Black Widow, who had joined the fight at some point in all this madness.

"Thanks…?" Canary said, grateful but confused. Widow replied with something in Russian that sounded bitter and unpleasant, then dove back into the battle.

The Rhino got back to his feet and charged at Clark, horn first. Clark swung his fist and connected with Rhino's face, snapping the brute's head back and knocking him flat on his back. Then the Juggernaut, recovered from his knockout earlier by Thor, smashed his fists down on Clark's head, driving him into the ground like a fence post. Clark grabbed Juggernaut by his fists and swung him into the wall, then pulled himself up out of the floor. He grabbed a metal door that had been ripped off from one of the cells and wrapped it around Juggernaut, pinning him down. The Rhino jumped on Clark's back, trying to drive his horn into him. The horn bent back, and Rhino howled in pain as Clark shoved him off again.

The Scorpion lashed out with his tail, smashing it into Cyborg and breaking off a chunk of his metal arm. Then Tombstone grabbed Cyborg's weakened arm and pulled, yanking it completely free of his body, and proceeded to beat Cyborg with his own appendage.

Captain America came charging down the hallway, shield held out in front of him. He slammed the shield into Tombstone's jugular, nearly decapitating him. The force of Cap's momentum knocked Tombstone back against the wall, and Cap delivered a crushing knee to Tombstone's stomach. Then, without even looking, he flung the shield back behind him, sending it straight into Scorpion's forehead.

Sabretooth leapt out from behind a holographic alien landscape, his razor sharp teeth headed right for Cap's throat. Thor swung Mjolnir up from below, delivering an uppercut to the feral mutant and almost taking his damn head off.

"Yo, Cap!" Spider-Man called out. "Did you and the other Ultimates ever think that keeping all these super villains in one place might be, oh, I don't know, a BAD idea?!"

Captain America just frowned, then grabbed his shield and smashed it into Jigsaw's face.

Clark squared off against Mysterio, only to find not one, but seventeen of the dome-headed supervillains standing side by side, arms folded, laughing at him. Certainly one was the real deal and sixteen were illusions, but which was which?

There was a whirlwind blur of orange and black, and suddenly the false Mysterios all vanished, leaving only one startled and baffled version standing there.

"What the-?!" he cried.

Bart Allen popped up behind Clark, juggling sixteen holo-cubes in the air.

"Bart!" Clark cried. "You're okay!"

"Woke up with a bit of a headache," Bart quipped. "Sprinted home for some quick-acting Asprin and got back in the game." He began pelting the cubes at Mysterio with super-speed force. They cracked his helmet as he ran away, screaming like a frightened little girl.

Carl Creel, the Absorbing Man, let out a roar and swung his wrecking ball at Clark's head. The weapon slammed against Clark's cranium, and a huge crack ran up through the metal ball. Creel looked at Clark in pure astonishment. Then, he gripped the chain tightly, his arm and upper torso turning into metal. He wrapped the chain around Clark's neck and began to squeeze. Clark grabbed the chain and pulled, ripping the links apart like wet paper. Creel reached out and found part of the wall, and his skin began to turn to brick. From behind him, Thor brought Mjolnir down on his head, sending shards of brick flying in all directions as Creel fell to his knees, his head split partially open.

The doors at either end of the hallway burst open as a swarm of SHIELD agents rushed in, firing tear gas into the corridor. Clay Quartermain, Sharon Carter and Dum Dum Dugan charged down the hallway followed by at least a dozen other agents, guns blazing. Bullets tore through several of the non-superpowered villains, sending the likes of Jigsaw and Constrictor to the floor clutching bleeding wounds. Bigger bruisers like Juggernaut and Rhino merely shrugged of the bullets and began to tear into the SHIELD Agents, ripping weapons from their hands and breaking limbs with violent fury.

The lights flickered.

"What was that?" someone yelled. "Another power outage?"

Doctor Garner stared out over the sea of brawling villains. In an instant, he realized who was missing. He put a hand on Captain America's shoulder.

"Where's Maxwell Dillon?" he asked.

The lights flickered again.

"Oh God," Cap said. "Someone get down to the generator room, NOW!" he yelled.

Spider-Man leapt to the ceiling. "I'm on it, Cap!" he called out. He fired off a web-line and swung out over the battle scene, trusting on his spider-sense to guide him to the stairwell door despite the illusions all around them. Black Widow took off after him, following close behind.

In the generator room, Electro was soaking up a dangerous amount of electricity. Bolts of pure energy were shooting out of the generator like a fireworks show, coursing through his body. He lifted up off the ground, levitating into the air as he continued to suck in the juice. He rubbed his hands together and licked his lips, savoring every morsel of electricity like a man enjoying a delicious steak.

"Dillon, don't you think that's enough, man? Let's go!" Shocker called out, standing far back in the corner.

"SHUT UP!" Electro yelled back, his voice distorted. "IT'S NOT ENOUGH UNTIL I HAVE IT ALL!"

Spider-Man swung into the room. "Holy moley!" he yelled, sticking to the wall. "Hey, Louie the Lightning Bug! Whatever happened to playing it safe around electricity?!"

Electro shot a bolt out of his hand, nearly frying Spider-Man. Spidey leapt down from the wall and bounced off, jumping and diving through the air as he dodged bolt after bolt.

"STUPID BUG!" Electro yelled. "I'LL KILL YOU!" His eyes were wild, lit up like twin night-lights. He was crazy, intoxicated on the power. His whole body glowed brighter and brighter as current continued to pour in from the generator.

Black Widow raced down the stairs into the room. She drew her gun and pointed it at Electro.

"Svoloch!" she spat.

"Widow, wait!" Spider-Man yelled. "Don't!"

She fired the gun. The bullet pierced Electro's skull. The electricity coursing from the generator into him now went unchecked, unleashed into the room like a tidal wave.

The generator exploded, ripping the entire Triskelion apart in a gigantic fireball.


	15. Chapter 15

Smallville/Spider-Man 3: Responsibility

Chapter Fifteen

Spider-Man woke up floating in New York Harbor. He gasped and vomited up water, barely pulling his mask up away from his mouth in time. He looked up to see the sky burnt with ashy clouds. In the distance, what was left of the Triskelion was on fire, burning away to smoldering rubble. Behind the blaze, the morning sun was just starting to peek out, casting an eerie glow across the water. All around him were the bodies of other superheroes and villains who must have been blown out into the water by the explosion, just like he was. He couldn't tell who was alive and who was dead.

He started to swim for the nearest body when he was stopped short by a familiar sound. A goblin glider flew overhead, circling the devastation of the Triskelion, weaving in and out of the smoke clouds. The Hobgoblin stood astride it, holding the body of a woman in his arms. A blonde woman.

"No…" Spider-Man whispered, his voice barely audible even to him.

Hobgoblin hurled the limp and lifeless body into the harbor with all the care of a garbage man dumping a bag of trash into the back of his truck. The blonde woman landed in the water with an unceremonious splash. Spider-Man swam for the body as fast as he could, hoping and praying that it was not who he thought it was.

The next few minutes were a complete blur as adrenaline kicked in and took over Spider-Man's actions. Looking back later, he would not be able to recall how he grabbed the woman's body and swam to shore, hauling her up onto the bank of land that surrounded the remains of the Triskelion. He would block out the memory of the horrifying moment that he realized that this was, indeed, the body of Chloe Sullivan, pale and lifeless, bruises on her face and a bullet hole in her chest. It was all too appallingly cruel to be true.

"Chloe…" he sobbed, tearing his mask off and throwing it to the ground. He held her body in his arms and cried into her hair, tears streaming down his cheeks. "Chloe… no… oh, please, God, no…" He held her tightly. The smell of the filthy water had already soaked into her hair. He tried to ignore it and remember her sweet lilac smell, the way she'd smelled when he had kissed her on the roof of the Bugle… tried to remember her angelic smile and melodious laugh instead of the dead, pale face that he now saw frozen in his mind.

A gust of air blew by, and Clark Kent was next to Peter Parker. His mouth hung open in shock and terror.

"Is that… is that Chloe?" Clark gasped, the words barely making it out.

Peter didn't answer. He just sobbed, his whole body shaking with despair.

"How?" Clark asked, still in disbelief. "How did this happen?"

Peter shook his head. "I don't know," he said through his tears. "She's gone, Clark…. She's gone…"

Clark turned away and buried his face in his hands. This couldn't be happening. Not Chloe. She was innocent in all of this. All she ever did was help, anyone and everyone she could, never asking for anything in return. And now she was dead, a senseless casualty of the fight for truth and justice. Clark could not, would not accept that.

He put a hand on Peter's shoulder. "Peter, maybe I can… Peter, let me try to make this right. Let me fix this."

"Fix it?!" Peter shouted, his sorrow suddenly turning to anger. "Didn't you hear me? She's gone! She's dead, Clark! How are you going to fix that?!"

"I have to try."

He gently took Chloe's body from Peter, scooping her up in his arms. Then, without warning, he bent his knees and then shot upward, taking off into the sky and flying out of sight.

Peter just sat there in a state of shock. He was too numb to even react to the fact that his friend had just defied gravity in front of his eyes. He was likewise too numb to react to his spider sense, which started at the back of his skull and slowly spread out over his entire head, tingling up and down like pins and needles. He didn't even react to Harry Osborn, slowly descending in front of him on his own goblin glider.

Harry studied Peter thoughtfully. Harry did not ware the garish costume of the Green Goblin this time, but rather he still sported the tattered dress pants that he'd worn at his court appearance. The torn remains of his shirt were draped shoddily around his shoulders. A satchel was slung over his shoulder, filled with pumpkin bombs.

"So it is you, Pete," Harry said. "You really are Spider-Man after all. I didn't imagine the whole thing."

"Yes, Harry," Peter said, his voice devoid of emotion. "I'm Spider-Man. And you can go ahead and kill me for all I care. It doesn't matter any more. None of this matters. It's all so stupid and senseless. Just… just go ahead and kill me. Who cares."

But Harry shook his head. "I don't want to kill you, Pete," he said. "I see things clearly now, for the first time in my life. You are my friend. Probably my only true friend in the entire world. You stood by me, even after all the horrible things I did. I was the one who was crazy and deranged. But not any more."

Harry looked up in the sky and saw the Hobgoblin, still buzzing around on his own glider, watching in wonder at the smoking rubble that used to be the Triskelion.

"Now, I'm going to make things right," Harry continued. "I'm finally going to make things right."

He ascended once more into the air, leaving a very confused Peter Parker to his sorrow.

Up among the ashen clouds, Harry swirled his glider up and around to face the Hobgoblin.

"Jason," Harry said, facing his foe. "Did you think about what I said?"

"Huh?" Macendale was startled to see Harry.

"What I said about the Goblin formula," Harry said. "It's in your veins, as well as mine. If Lex, or anyone else, wanted to recreate the formula, they could get it from my blood, or from yours."

"Yeah, so?" Hobgoblin spat, growing angry and frustrated.

"Well I've been thinking about that, too," Harry said. "And I've come to one conclusion. The only way to finally end the Goblin legacy…"

Harry leapt off of his glider and onto Hobgoblin's, grabbing him roughly. The glider swooped and dipped with the added weight, and the two men struggled to retain their balance.

"…is for both of us to die!"

Harry whipped the satchel off his shoulder and wrapped the strap around Hobgoblin's neck, pulling it tight. Hobgoblin gasped and coughed as Harry choked him.

"You want to be a Goblin, Jason? The Goblin legacy is one of destruction and death. Well it ends right now, and we're going down with it!" Harry reached into the satchel and armed one of the pumpkin bombs. It gave off the familiar high-pitched whine that indicated it was primed and about to blow. The Hobgoblin's eyes went wide in horror, and he fought like mad to free himself from Harry's choke-hold.

Harry began to laugh. The slow, diabolical laugh of the Green Goblin. Finally, Harry and the Goblin were one, and they knew what they were doing this time was right. At long last, they were doing what was right.

The explosion set off all the pumpkin bombs in the satchel. Two bodies and a glider plummeted into the harbor, going down in a fiery blaze of glory.

The New York Fortress of Solitude remained cloaked from the general public by the hologram of the Statue of Liberty. Clark Kent stormed into the fortress, cradling Chloe's lifeless body in his arms.

"Jor-El!" Clark boomed. "I need your help!"

He was answered by silence. He had never attempted to contact Jor-El through this fortress before, only the original one in the Arctic. He wasn't sure it would work.

"Jor-El!" Clark called out again. "I need you to send me back in time so I can save Chloe! You've done it before! Once so I could save Lana, and again when you sent me back to Krypton!"

"Let me see if I got this straight, Sunshine," a voice said in reply. It was not Jor-El. From behind one of the large crystal spires stepped Nick Fury, looking haggard and sporting several days' growth of facial hair. Behind him was Tony Stark, wearing what was left of his Iron Man armor… it had been torn nearly to shreds, as if in some kind of vicious battle.

"You had the opportunity to go back in time," Fury continued. "And you used that opportunity to save your girlfriend, and pay a sightseeing trip to your old home planet?"

"Fury," Clark said, immediately angry that the man had violated the sanctity of this place.

"Want to know what I'd do if I could go back in time?" Fury asked. "How about warning everyone in the World Trade Center about September 11th? Or going back and putting a bullet between Hitler's eyes when he was a teenager? Or giving the guys at Pearl Harbor a heads up before the Japs dropped in? None of that ever occur to you? You intent on saving the world one close personal friend at a time?"

"What are you doing here?" Clark said, his anger seeping through in his tone.

"I used your family shield to enter the Phantom Zone so I could rescue Fury," Stark explained. "We were attacked by a swarm of those crazy phantoms on the way back through the portal. They ripped my armor apart… we almost didn't make it out."

"Well you're not welcome here," Clark said. "Get out."

Fury looked at Chloe's dead body in Clark's arms and shook his head. "Look kid, I'm sorry about your friend here. But you need to wake up and see the bigger picture. You're living in your own, tiny, private little world, when there's a much bigger one out there that needs you."

"What are you talking about?" Clark asked.

"Kid, I've seen a lot of super-powered individuals in my day. People who could do all kinds of things. But you? You've got it all. You can do almost anything. You have, hands down, the most potential of anyone I've ever come across. And you're squandering it. You live in a dinky little Podunk town, working on a farm, drinking coffee with your friends and pining away over the local hometown sweetheart. And yeah, you save people. Sometimes. When it's convenient for you. When you happen to be in the right place at the right time, or when that person happens to be your friend. You could be doing so much more. You could save the world a dozen times over in a day and not break a sweat. But you don't. You stay sheltered. You keep hidden. And kid, that's a shame. That's a travesty. In fact, I'm disgusted by it."

"What do you want me to do, rejoin the Ultimates?" Clark snapped.

"I want you to wake the hell up, Kent!" Fury barked. "Wasn't it you who said to me, 'with great power, comes great responsibility'?"

Clark frowned. He had said that to Fury, back when he'd first been to the Triskelion. The phrase had originated with Peter's Uncle Ben Parker, but it had been Chloe Sullivan who first said it to Clark.

"Well you have the greatest power of all, son," Fury continued. "And that means you have the greatest responsibility of all."

Fury gently ran a finger down Chloe's cheek. For a moment, he looked somber, truly mournful for the loss of an innocent. Then, he turned serious again.

"You want to honor your fallen friend?" Fury said. "Take her home to Smallville and give her a proper burial. Speak at her funeral. Share your memories of her. And then, Clark… do something with the gifts you've been given. Make her proud. Be the hero she always knew you could be."

The words hit home. Chloe had always been his biggest supporter, his biggest fan. When the chips were down and it seemed like no one else cared, she did. She believed in him more than anyone. And as much as he hated to admit it, everything that Fury was saying was making sense. He did have the potential to be more, to do more.

A tear rolled down Clark's cheek. He held Chloe close to him as it finally sunk in that she was really gone, and there was nothing he could do about it. Then, holding her soft, small body close to his chest, he took off into the air again, flying out of the fortress.

Stark tossed the damaged and dented Iron Man helmet back and forth between his hands like a basketball. "You know, I think you might have actually gotten through to him," he said to Fury.

"Yeah, yeah, great," Fury said with a sigh, folding his arms. "At least he could have offered us a lift out of here. Now try your communicator again and let's hope Quartermain answers this time, because this place gives me the damn creeps!"


	16. Chapter 16

Smallville/Spider-Man 3: Responsibility

Chapter Sixteen

In the weeks that followed, Captain America held a press conference at the former site of the Triskelion, announcing the formal disbanding of the Ultimates. He promised that he and the other heroes would still work to track down any villains that had survived and escaped the recent explosion, but that as a formal division of the U.S. government, the team was through.

Clark had received at least a dozen voicemail messages from Oliver Queen since then. They'd been hard to understand… after his injury at the hands of Bullseye, Oliver was currently speaking with the help of an electronic voice box, as his larynx had been damaged by the arrow. His message, though, was loud and clear… without the Ultimates around, the world needed a new super team, and he was intent on going public with his newly-named Justice League. Clark, though, still felt he wasn't ready. Not just yet, anyway.

He laid a boquet of roses on Chloe's grave. He had come to this cemetery many times over the past couple of years to visit his father. Now, he had a new reason to come.

Chloe's funeral had been beautiful. He never knew how many friends she had. He hadn't talked to Peter since that day… he meant to call him. He'd seen pictures of Spider-Man in the Daily Bugle, wearing some new black suit… he was worried about his friend.

Clark walked over to Jonathan Kent's headstone. He rested his hand on it. He thought back to all the times his father had given him advice, trying to guide him. He wished he had Jonathan's loving support now, as he was getting ready to head off on the next big phase of his life… the next big step in his grand destiny. Tomorrow, he would head back to the fortress to complete his training, and finally master his abilities. And when he came back… things were going to be different.

"I'm finally doing it, Dad," Clark said. "I'm finally going to be the man you raised me to be."

In a cemetery in New York, Peter Parker also stood over a headstone. His uncle, Ben Parker, had been like a father to him. He, too, had been invaluable in his advice and loving support. His wisdom about power and responsibility had inspired Peter to become Spider-Man, although Ben never got to see his nephew in action. Peter liked to think that his uncle would have been proud of him, but there were days that he wasn't sure.

"I'm trying, Uncle Ben," Peter said, gently tracing his finger over the letters in Ben's name. "It's so hard lately. Sometimes I feel like just giving it all up. But then I think of you, and what you would have wanted me to do. Of all the expectations you had for me, and how proud you always said you were of me, even when I felt like I let everyone down. So I keep trying. I keep trying to be the man you knew I could be."

"I don't know, Peter," a familiar voice behind him said. "I think you do a pretty good job."

Peter froze. For a moment, he could not turn around and face her. He just closed his eyes. "MJ," he whispered.

"The one and only," she said, laughing. He finally turned. The sun was behind her, highlighting her red hair like a halo. She looked beautiful.

She went up to him and hugged him, nestling her head against his chest. He slowly slipped his arms around her waist and pulled her close. He felt both comforted and ashamed. He was tortured by his emotions. He loved Mary Jane, he was crazy about her. But his feelings for Chloe had overcome him, and he had kissed her… and now she was gone, and his heart was in a million pieces. He needed MJ. But he was still racked with guilt, and sorrow. He buried his face in her hair.

"Face it, Tiger," Mary Jane whispered. "You just hit the jackpot."

The Luthor Mansion in Smallville, Kansas. Lex Luthor had not set foot in the mansion in some time. It felt good to be back. He casually sipped brandy from a snifter that had belonged to his father. A fire roared in the fireplace, and Lex stared at a framed portrait of himself and the late Lionel Luthor.

"You know, Dad," Lex said, speaking to the portrait as if it were Lionel himself. "You always said you named me after Alexander the Great because you wanted me to take over the world before I was thirty." He took a long, slow sip of the brandy. He savored it, closing his eyes as it slipped past his lips and into his mouth. Then, he rested the glass on the mantle, and picked up the framed photograph.

"You told me stories about Alexander all the time when I was a boy. My favorite was the one where Alexander's father, King Philip II of Macedon, wanted to buy Alexander a horse. The steed Alexander had his eye on was a stubborn, aggressive horse called Bucephalus. Philip demanded that he see the horse ride before paying the price of 13 talents, but no rider was able to calm the horse enough to ride it. Alexander, impatient and frustrated, claimed that he could handle the horse better than any of the riders. Philip, amused, struck a deal with his son. If Alexander could mount the horse, Philip would pay the 13 talents. If he could not, Alexander would pay for the horse himself."

Lex paused for a minute, raising an eyebrow at the photograph as if inquiring whether his father was still paying attention.

"Alexander had noticed that the horse seemed spooked by his own shadow," Lex continued. "Turning the horse towards the sun, he ran alongside the great Bucephalus, talking softly to him as they ran. Then Alexander leapt up onto the horse, riding with a natural ease and expert control, to the amazement of his father and the other riders. Philip, astonished, said to Alexander, 'My son, you will have to find another kingdom. Macedon is too small for you.'"

Lex smiled to himself thoughtfully. He leaned back against the mantle as he listened to the sound of the crackling fire.

"You know, Philip was assassinated by one of his own bodyguards," Lex continued. "Some say Alexander planned the whole thing… after all, with Philip dead, Alexander became the new King of Macedon. He went on to become one of the most successful military commanders in history, and was undefeated in battle against his enemies."

The fire reflected in the photograph, making it appear that flames danced all around Lionel. Lex chuckled at the sight.

"So I guess I just wanted to say thanks, Dad," Lex said with a shrug, returning the photo to the mantle. He picked up the brandy snifter again and raised it, as if toasting his late father. "I've finally become the son you always wanted me to be."

New York Harbor. Harry Osborn floated in the frigid waters, somewhere between life and death. The explosion should have killed him instantly, but the enhanced strength and advanced healing that came with the Goblin formula seemed unwilling to let him die. Still, he drifted in and out of consciousness, unable to feel his extremities. He could feel death closing in on him. He was sure it would not be long now.

As he faded, his thoughts turned to his father, Norman Osborn. He thought back to the night that he had seen Spider-Man in his father's room, standing over Norman's dead body. For so long, Harry had held on to so much anger, blaming Spider-Man for his father's death. In reality, though, his father had been a warped and twisted man who brought pain and suffering to others. Spider-Man, on the other hand, had been Harry's good friend, Peter Parker. A hero, whose selfless acts saved others countless times. And Harry's anger and resentment had almost turned him into something as wicked and evil as his old man.

"I didn't do it, Dad," Harry thought to himself as the darkness closed in. "I beat you. I beat the Goblin legacy." Harry smiled as he closed his eyes and welcomed the end.

"I didn't become the man you wanted me to be."


	17. Epilogue

Smallville/Spider-Man 3: Responsibility

Epilogue

One year later. Metropolis. A crowd of reporters stood gathered outside of the former LuthorCorp building, now renamed LexCorp by its new CEO, Lex Luthor. They eagerly awaited what would be the first public statement by the enigmatic billionaire since his recent return to the limelight after a long and mysterious absence.

Among the reporters was Clark Kent, dressed sharply in a suit and tie and sporting a pair of black horn-rimmed glasses. He pushed the glasses farther up his nose with his index finger, then adjusted the Daily Planet press pass he wore clipped to his jacket pocket.

"Hey, looking good, buddy," said a voice from behind him. He turned to see Peter Parker smiling at him. Peter snapped a photo of Clark with the camera that hung from a strap around his neck. "You've updated your wardrobe since I saw you last!"

Clark smiled and shook his old friend's hand. "So have you," Clark replied. "I saw your photos in the Daily Bugle… I notice you're back to the 'red and blue' these days."

Peter shrugged and his smile faded. "Yeah, the black and white look wasn't working out so well," he said. "It was a phase I went through... Mourning, I guess."

Clark nodded as they both thought of Chloe. "I know. I think of her a lot, too."

"We never did find out what happened to her," Peter said. "Why would the Hobgoblin want to kill Chloe?"

Clark shook his head. "I don't know. There's more to what happened that night than meets the eye, I'm sure of it. And I'm going to get to the bottom of it."

Peter raised an eyebrow. "Want some help?"

Clark looked at Peter. "Yeah?"

"Sure… Peter Parker and Clark Kent, working together? I know we could solve the case."

Clark nodded. "You're right," he said. "Chloe deserves justice. We'll find it for her, no matter what it takes."

As if on cue, Lex Luthor stepped out onto the dais that was set up in front of LexCorp Plaza, and approached the podium. He smiled and waved to the crowd of reporters as he adjusted the microphone.

"Good afternoon ladies and gentlemen of the press," Lex said, beaming. "This is an historic day. It was one year ago today that one of the world's most celebrated superheroes, Captain America, announced that the government was disbanding the U.S. peacekeeping organization known as The Ultimates. The loss of that great team has left a hole in our country's security, and in the comfort and peace of mind of the civilians of this great nation of ours."

"Mister Luthor," one impatient reporter shouted out. "Is it true you're running for President?"

Lex laughed and rolled his eyes dismissively. "Please," he said, amused. "Hold all questions until the end of the conference. Now, as I was saying… America is still in need of protection. The disappearance of our heroes does not mean the disappearance of threats to our security. With that in mind, LexCorp is proud to announce our new and groundbreaking partnership with Stark International!"

Lex gave a grand gesture, and Tony Stark stepped out onto the dais beside Lex. Cameras flashed as the reporters began shouting questions. Clark and Peter looked at each other in surprise.

"Ladies and gentlemen," Tony began, stepping up to the mic beside Lex. "As Mistor Luthor said, America is still in need of protection. And we are honored, privileged, and obliged to provide it. May we introduce to you… the Iron Avengers!"

From up in the sky, a team of six men dressed from head to toe in silver battle armor descended down via rocket-powered thrusters in their boots. Their armor seemed to be an amalgam of Stark's own Iron Man armor and the battlesuit that Lex had worn on previous occasions when fighting the Green Goblin. They landed on the dias, cameras flashing like crazy now, the reporters working themselves up into a frenzy.

"This new armor was developed jointly by LexCorp and Stark International for the U.S. government," Stark explained. "It combines the latest and greatest technology from both companies. These suits, and the men who wear them, will provide a new level of security for this great nation of ours. We are proud to usher in a new 'Iron Age'!"

There was thunderous applause from the crowd. Clark and Peter exchanged skeptical and somewhat concerned glances.

"So what can these Iron Avengers do?" one reporter shouted.

Lex and Tony beamed. "I'm so very glad you asked," Lex replied. He produced a small remote control device from his jacket pocket and pressed a button. A huge section of the dais slid open behind them, and three cruise missiles slowly rose up from below. The crowd let out a collective gasp.

"Now, now, don't be alarmed," Stark said, reassuringly. "Though I should point out, these men are trained professionals… don't try this at home."

There was a deafening roar as the missiles launched, tearing out over the heads of the astonished crowd and shooting up into the sky. Acting swiftly and in unison, the six Iron Avengers took off after the missiles, soaring through the air at incredible speed.

The members of the crowd began to point and cry out as they came to a startling realization. A commercial airliner was passing overhead, and the missiles were heading straight for it. This was apparently not part of the plan, as Tony Stark was just as surprised as anyone.

"I thought I gave orders to have this airspace cleared!" Stark screamed into a communicator on his wristwatch. "What's that plane doing up there?!"

The Iron Avengers splintered off into groups of two, each pair going after one of the three missiles. The first pair reached their missile, moving with the precision of choreographed dancers. One of the Avengers clamped his hands down on either side of the missile's base. His partner raced up to the warhead and ripped it off, neutralizers in his gloves deactivating the explosive before it could detonate. Then they headed back toward the ground, carrying the harmless pieces of the missile back with them. The second pair of Avengers decommissioned their missile in much the same way.

The third pair of armored soldiers closed in on their missile. Suddenly and without warning, one of the Iron Avengers turned on his partner. He threw his arm around his partner's neck, choking him and pulling him back away from the missile. He savagely ripped the other man's helmet off and cast it aside. Then, he put his fist up against the man's exposed head, a gun barrel protruding from the armor's wrist-plate.

"This is for Latveria!" the rogue solider cried, his voice crackling through Stark's watch. "Long live Von Doom!" Then, the sickening sound of a gunshot. The rogue Avenger had killed his partner. Horrified screams rose up from the crowd as they realized what had happened.

The rogue soldier detonated a fail-safe in his armor, blowing himself up. The last missile continued to streak through the air, heading straight for the plane. The crowd was in full panic mode now, running for cover. A team of plainclothes SHIELD agents rushed the stage, grabbing Lex and Tony and ushering them to safety.

"What the hell just happened?!" Stark screamed.

"Sir, we ran that last transmission through our voice recognition software… the man in suit A-17 was actually Kristoff Vernard, a known Latverian terrorist," one of the SHIELD agents replied.

"How did this happen?!" Stark bellowed. "Those men were screened with the highest security protocols we have!"

He looked at Lex, astonished, as they were being led quickly off the dais and ushered toward a waiting limousine. Then, something in Lex's eyes caused a sinking feeling in Tony's gut. It was a look of amused fascination, bordering on satisfaction. To his utter horror and complete disgust, Tony came to the sudden realization that Lex Luthor knew about this all along.

The missile reached its target, blowing the left wing of the plane completely off. The plane began to spiral out of control, plummeting down toward the city, leaving a trail of thick black smoke behind it.

Clark turned to Peter. "Get as many of these people to safety as you can," he instructed, matter-of-factly. "I'll catch the plane." Then he turned and started to run off, tugging at his tie.

"Wait!" Peter cried, grabbing Clark's arm. "What do you mean, you'll catch the plane??"

Clark just nodded. "Trust me on this," he said. Then he disappeared into the crowd, sprinting toward the alley that separated the LexCorp building from the Daily Planet.

"Okay…" Peter said, slipping back into the crowd himself, looking for a place to don his Spider-Man duds. "I guess he learned some new tricks over the last year…"

Clark ducked into the alley and kept running. He pulled off the glasses and yanked off the tie. The time had finally come for him to make his debut… to fulfill his destiny, and live up to the responsibility that came with his great power. Clark pulled open his shirt. Underneath was a costume sporting a familiar logo… the family crest of the House of El. Soon, it would mean something more, much more, to the people of the world. It would be the mark of their greatest hero.

In the back of the limousine, Tony Stark stared at Lex Luthor with revulsion. Lex was watching the plane plunge toward the city expectantly, as if waiting for something to happen.

"Lex, please tell me you didn't have anything to do with this," Stark pleaded.

Lex held up a finger, gesturing for Tony to wait a moment. Then, up in the sky, there was a streak of red and blue as a costumed figure flew up, up and away toward the plane. Lex grinned with satisfaction. He placed his hand gently on the window of the limo, even as the car was speeding away from the scene.

"Let the games begin," he whispered.

THE BEGINNING


End file.
